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<br />ASSIGNMENT OF RENTS
<br />(Continued)
<br />
<br />200510433
<br />
<br />Page 3
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<br />the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the
<br />insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors,
<br />any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against
<br />Grantor.
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<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
<br />repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property
<br />securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with lender.
<br />However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the
<br />claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives lender written notice of the creditor or forfeiture
<br />proceeding and deposits with lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by
<br />lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
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<br />Property Damage or loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against.
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<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any
<br />Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
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<br />Adverse Change. A material adverse change occurs in Grantor's financial condition, or lender believes the prospect of payment or
<br />performance of the Indebtedness is impaired.
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<br />Insecurity. lender in good faith believes itself insecure.
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<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, lender may exercise any
<br />one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
<br />
<br />Accelerate Indebtedness. lender shall have the right at its option to declare the entire Indebtedness immediately due and payable,
<br />including any prepayment penalty which Grantor would be required to pay.
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<br />Collect Rents. lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents,
<br />including amounts past due and unpaid, and apply the net proceeds, over and above lender's costs, against the Indebtedness. In
<br />furtherance of this right, lender shall have all the rights provided for in the lender's Right to Receive and Collect Rents Section,
<br />above. If the Rents are collected by lender, then Grantor irrevocably designates lender as Grantor's attorney-in-fact to endorse
<br />instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by
<br />tenants or other users to lender in response to lender's demand shall satisfy the obligations for which the payments are made,
<br />whether or not any proper grounds for the demand existed. lender may exercise its rights under this subparagraph either in person,
<br />by agent, or through a receiver.
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<br />Appoint Receiver. lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with
<br />the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from
<br />the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve
<br />without bond if permitted by law. lender's right to the appointment of a receiver shall exist whether or not the apparent value of the
<br />Property exceeds the Indebtedness by a substantial amount. Employment by lender shall not disqualify a person from serving as a
<br />receiver.
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<br />Other Remedies. lender shall have all other rights and remedies provided in this Assignment or the Note or by law.
<br />
<br />Election of Remedies. Election by lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
<br />expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform, shall not
<br />affect lender's right to declare a default and exercise its remedies.
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<br />Attorneys' Fees; Expenses. If lender institutes any suit or action to enforce any of the terms of this Assignment, lender shall be
<br />entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any
<br />court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in lender's opinion are
<br />necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable
<br />on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph
<br />include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and lender's legal expenses,
<br />whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or
<br />vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching
<br />records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the
<br />Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by
<br />law.
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<br />FURTHER ASSURANCES. The parties hereto agree to do all things deemed necessary by Lender in order to fully document the loan
<br />evidenced by this Note and any related agreements, and will fully cooperate concerning the execution and delivery of security agreements,
<br />stock powers, instructions and/or other documents pertaining to any collateral intended to secure the Indebtedness. The undersigned
<br />agree to assist in the cure of any defects in the execution, delivery or substance of the Note and related agreements, and in the creation
<br />and perfection of any liens, security interests or other collateral rights securing the Note.
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<br />CONSENT TO SELL lOAN. The parties hereto agree: (a) lender may sell or transfer all or part of this loan to one or more purchasers,
<br />whether related or unrelated to lender; (b) lender may provide to any purchaser, or potential purchaser, any information or knowledge
<br />Lender may have about the parties or about any other matter relating to this loan obligation, and the parties waive any rights to privacy it
<br />may have with respect to such matters; (c) the purchaser of a loan will be considered its absolute owner and will have all the rights
<br />granted under the loan documents or agreements governing the sale of the loan; and (d) the purchaser of a loan may enforce its interests
<br />irrespective of any claims or defenses that the parties may have against Lender.
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<br />FACSIMilE AND COUNTERPART. This document may be signed in any number of separate copies, each of which shall be effective as an
<br />original, but all of which taken together shall constitute a single document. An electronic transmission or other facsimile of this document
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