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��15�4584 �f} Prnceeds. AI1 proceeds fr�m the sale or �ther disposition af the Leases, the Rents,the Leas� Guaranties and the Bankruptcy��aims. �g� �ther. All rights, pawers, pri�ileges, a�tions and other benefits af Barrower as lessar under the Leases and benef ciary under the Lease �uaranties, includxng w�thout lirnitation the immediate and continuing right t� ma1�e claim for, receive and callect a�� Rents pa�abl� ar receivable under the Leases and all sums payable under the Lease �uaxanties or pursuant thereto �and to app�� the same to the payment of the I3ebt}, and to do a�l ather things which B�rr�wer ar an� lessor is ar may �ecame ent�tled to d� under the L�as�s or the Leas� . �uarantles. (h} E_ntr�. The right, at Lender's opt�on, up�n revocation of th� lrcense granted herein, to enter upon the Property in pers�n, by agent or by caurt-appointe� receiver, ta �ollect the R�nts. �i} P�tiver of Attarney. Borrower's irrevacable paWer af attorney, coupled with an inter�st, to ta�e any and all of the actions set forth in Section 3.1 of this Assignrn�nt and any or a�l other actions designated by Lender for the proper management and prese�vatian of the Prapert�. �} �ther Rights and Agreements. Ar�y and a�l other rights of Barro�v�r in and t� the items set farth in subsections �a) through �i� abo�e, and a�l am�ndments, mQd�f�atians,rep�acements,renev�als and substitutians thereof. ARTICLE 2 �TERMS �F ASSI�NMENT Se�tion 2.1 Present Assi nment And License Bae�. It 15 intended by Bnrrawer that th�s Assxgnrnent canstiiuie a pr�s�nt, absa�ute assignrnent af th� Leas�s, Rents, Lease Guaranties and Ba.t�ruptcy C�aims, and not an assignrnent for ad�li�ianal �ecurity onl�. Nevertheless, subj ect to the terms of th�s Sect�on Z.1,the Restricted Accaunt Agreement and the Loan Agreement, Lender grants to Barrawer a revocable �icense to ca��ect, receive, use and enj oy the l�ents and other sums due under the Lease �uaranties and BarraWer sha1� ho�d such Rents and all sums recerved pursuant to any Lease Guaranty, ar a port��n thereaf sufficient ta discharge all current sums due on the Debt, �n trust for the benefit of Lender for use in the payrnent of such sums; provided, however, that the payment of periodic distributions expressly �et fnrth in, and in th�rnanner permitted under, B�rr�vver's or�anizational da�um�nts prior to th� ac�ur-rence a.�d cantinuation of an Event of Default shall be permitted. Secti�n�.2 Notice To Lessee�. Borrower herel�y authoriz�s and directs the ��55��5 named in the Leases or any other future lessees or occupants of the Property and al1 Lease �uaxantors ta pay ov�r t� Lend�r �r to such ather paxty as Lender directs a11 Rents an.d a�l sums due under any Lease �uarant�es upan recerpt fram Lender af written notice to the effe�t that Lender is then the holder �f this Assign.ment and that an Event af Defau�t �as defi�led in the L�an Agreement�exists,and to cantinue so to do until other�ise notified by Lender. Se�tion�.3 Incorporat�on B►�Reference. All representations, warranties, �avenanl:s, condxtxons a.nd agreements c�ntained in �he L�an Agre�ment and the ather Loan -�- 7958�.00OD65 EMF_US 5628875a�1