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<br />C. It has not received any funds or deposits from any tenant for which credit has not already been made on
<br />account of accrued income other than the security deposits provided for in the Leases;
<br />D. It has not received any bona fide and acceptable offer to purchase the Premises or any part thereof which
<br />would in any way affect any right of option of first refusal to purchase all or any portion of the Premises
<br />now contained in any Lease; and
<br />E. It has not done anything which might prevent Assignee from or limit Assignee in operating under or
<br />enforcing any of the provisions hereof.
<br />Assignor shall act in good faith to enforce or secure the performance of each and every obligation, covenant, condition and
<br />agreement to be performed by any tenants under all the Leases.
<br />5. Remedies upon Default Immediately upon the occurrence of an Event of Default under the Deed of Trust and
<br />the expiration of any applicable cure period, Assignee is hereby expressly and irrevocably authorized to enter and
<br />take possession of the Premises by actual physical possession, or by written notice served personally upon, or
<br />sent by registered or certified mail, postage prepaid, to Assignor, as Assignee may elect, and no further
<br />authorization shall be required. Following any such entry and taking possession, Assignee may:
<br />A. Manage and operate the Premises or any part thereof;
<br />B. Lease any part of parts of the Premises for such periods of time, and upon such terms and conditions as
<br />Assignee may, in its discretion, deem proper,
<br />C. Enforce any of the Leases;
<br />D. Demand, collect, sue for, attach, levy, recover, receive, compromise and adjust, and make, execute and
<br />deliver receipts and releases for all Rents that may then or may thereafter become due, owing or payable
<br />with respect to the Premises, or any part thereof, from any present or future lessees, tenants, subtenants or
<br />occupants thereof;
<br />E. Institute, prosecute to completion or compromise and settle, all summary proceedings and actions for rents
<br />or for removing any and all lessees, tenants, subtenants or occupants of the Premises or any part or parts
<br />thereof;
<br />F. Enforce or enjoin or restrain the violation of any of the terms, provisions and conditions of any of the
<br />Leases;
<br />G. Make such repairs and alterations to the Premises as Assignee may, in its discretion, deem proper;
<br />H. Pay from and out of the Rents collected or from or out of any other funds, the insurance premiums and any
<br />other taxes, assessments, water rates, sewer rates or other governmental charges levied, assessed or imposed
<br />against the Premises or any portion thereof, and also any and all other charges, costs and expenses which it
<br />may deem necessary or advisable for Assignee to pay in the management or operation of the Premises,
<br />including (without limiting the generality of any rights, powers, privileges and authorities conferred in this
<br />Assignment) the costs of such repairs and alterations, commissions for renting the Premises, or any portions
<br />thereof, and legal expenses in enforcing claims, preparing papers or for any other services that may be
<br />required; and
<br />I. Generally, do, execute and perform any other act, deed, matter or thing whatsoever that ought to be done,
<br />executed and performed in and about or with respect to the Premises as fully as Assignor might do.
<br />Assignee shall apply the net amounts of any Rents received by it from the Premises, after payment of proper costs and
<br />charges (including any loss or damage hereinafter referred to in Section 8 hereof) to the reduction and payment of the
<br />indebtedness evidenced by the Note and secured by the Deed of Trust (the "Secured Indebtedness "). Assignor agrees not
<br />to seize or detain any property hereby assigned, transferred or set over to Assignee.
<br />6. Disposition of Rents Upon Default. Assignor hereby irrevocably directs the tenants under the Leases upon
<br />demand and notice from Assignee of any Event of Default, to pay to Assignee all Rents accruing or due under
<br />the Leases from and after the receipt of such demand and notice. Such tenants in making such payments to
<br />Assignee shall be under no obligation to inquire into or determine the actual existence of any such Event of
<br />Default claimed by Assignee.
<br />7. Attornment. To the extent not provided by applicable law, each Lease of the Premises or of any part thereof
<br />shall provide that in the event of the enforcement by Assignee of the remedies provided for by law or by this
<br />Assignment, the tenant thereunder will, upon request of any person succeeding to the interest of Assignor as a
<br />result of such enforcement, automatically become the tenant of such successor -in- interest, without change in the
<br />terms or other provisions of such Lease; provided, however that the successor -in- interest shall not be bound by:
<br />A. Any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the
<br />nature of security for the performance by the tenant of its obligations under the Lease; or
<br />B. Any amendment or modification of the Lease made without the consent of Assignee or such successor -in-
<br />interest.
<br />Each Lease also shall provide that, upon request by the successor -in- interest, the tenant shall execute and deliver an
<br />instrument or instruments confirming such attornment.
<br />8. Indemnification. Assignor hereby agrees to indemnify and hold Assignee harmless from and against any and all
<br />liabilities, losses, damages and expenses, including reasonable attorneys' fees, which it may incur under any of
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