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200105235
<br />1. Definitions. Capitalized terms used herein shall have the respective meanings
<br />given them in the Deed of Trust, unless otherwise defined herein. The term "including" shall
<br />mean "including, without limitation."
<br />2. Assignment
<br />a. To further secure the Obligations, Borrower hereby assigns, transfers,
<br />conveys and sets over to Lender all of Borrower's estate, right, title and interest in, to
<br />and under all leases, tenancies and other occupancy agreements, whether existing on
<br />the date hereof or hereafter entered into (including any extensions, modifications or
<br />amendments thereto) relating to the Trust Property (the "Leases "), together with all
<br />rights, powers, privileges, options and other benefits of Borrower as the landlord under
<br />the Leases regarding the current tenants and any future tenants (the "Tenants ", and
<br />each a "Tenant "), and also together with all guarantees of the Tenants' performance and
<br />payment under the Leases, and all the rents, charges, issues, royalties, revenues, profits
<br />and income under the Leases or from the Trust Property (collectively, the "Rents "),
<br />including those now due, past due or to become due.
<br />b. This Assignment is a present, absolute and unconditional assignment,
<br />and is not a contingent assignment. The rights of Lender in and to the Leases and
<br />Rents are not dependent upon the absence or occurrence of any event.
<br />Notwithstanding the foregoing, however, so long as no "Event of Default" (as defined
<br />herein) has occurred, Borrower shall have a revocable license to possess and control
<br />the Trust Property and collect and receive all Rents. Upon the occurrence of an Event
<br />of Default, such license shall automatically be deemed to be revoked by Lender and all
<br />Rents assigned hereunder shall be paid directly to Lender and Lender may notify the
<br />Tenants to pay all the Rents directly to Lender, at the address specified for Lender
<br />above. Borrower irrevocably consents and hereby specifically authorizes and instructs
<br />that each and every one of the Tenants, upon demand and notice from Lender of
<br />Borrower's default herein, shall pay the Rents to Lender without liability of Lender to any
<br />Tenant for the determination of the existence of any default claimed by Lender. If a
<br />Tenant requests proof and assignment has been made to Lender, producing any copy of
<br />this Assignment for the Tenant shall constitute reasonable proof of the assignment and
<br />Borrower authorizes Lender to disclose this Assignment to Tenants upon request.
<br />3. Agreements of Borrower. Borrower hereby agrees as follows:
<br />a. Upon the occurrence of an Event of Default, Borrower irrevocably
<br />appoints Lender its true and lawful attorney -in -fact, at the option of Lender at any time
<br />and from time to time, to take possession and control of the Trust Property , pursuant to
<br />Borrower's rights as lessor under the Leases, and to demand, receive and enforce
<br />payment, to give receipts, releases and satisfaction and to sue, in the name of Borrower
<br />or Lender, for all Rents;
<br />b. If any of the Leases provide for a security deposit paid by the Tenant
<br />thereunder to Borrower, this Assignment shall transfer to the Lender all of Borrower's
<br />right, title and interest in and to such security deposits; provided, however, that Borrower
<br />shall have the right to retain such security deposits so long as no Event of Default shall
<br />have occurred; and provided, further, that Lender shall have no obligation to any such
<br />Tenant with respect to such security deposits unless and until Lender comes into actual
<br />possession and accepts control of such security deposits by notice to such Tenant;
<br />DOCS 146914.3 1582098 2
<br />Grand Island
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