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200105235 c. Borrower shall not terminate any Lease (except pursuant to the terms of such Lease upon a default by the Tenant thereunder), grant concessions or modify or amend any such Lease in any material manner, or consent to an assignment or subletting, without the prior written consent of Lender; d. Borrower has not and shall not collect any Rent more than one (1) month in advance of the date on which it becomes due under the terms of each Lease, or discount any future accruing Rent, or waive any right of setoff against any Tenant under the Leases; e. Except with the prior written consent of Lender, Borrower shall not permit a subordination of any Lease to any mortgage, deed of trust or other encumbrance, or any other lease, now or hereafter affecting the Trust Property or any part thereof, or permit the conversion of any Lease to a sublease; f. Borrower shall faithfully perform and discharge all obligations of the landlord under the Leases, and shall give prompt written notice to Lender of any notice of Borrower's default received from a Tenant or any other person and shall furnish Lender with a complete copy of said notice; g. Upon the request of Lender, Borrower shall promptly provide to Lender a true and correct copy of all existing Leases; and h. Nothing herein shall be construed to constitute Lender as a "mortgagee in possession" in the absence of its taking of actual possession of the Trust Property pursuant to the powers granted herein, or to impose any liability or obligation on Lender under or with respect to the Leases or the Trust Property . Borrower shall indemnify and hold Lender harmless from and against any and all liabilities, losses and damages (including attorneys' fees) that Lender may incur under the Leases or by reason of this Assignment, and of and from any and all claims and demands whatsoever that may be asserted against Lender by reason of any alleged obligations to be performed or discharged by Lender under the Leases or this Assignment. Any Rent collected by Lender may be applied by Lender in its discretion in satisfaction of any such liability, loss, damage, claim, demand, costs, expense or fees. Borrower shall appear in and defend, at no cost to Lender, any action or proceeding arising under or in any manner connected with the Leases. If requested by Lender, Borrower shall enforce any Lease and all remedies available to Borrower against the Tenant in the case of default under such Lease by the Tenant thereunder. 4. Event of Default. The following shall constitute an "Event of Default" hereunder: (i) the occurrence of a default or an Event of Default under the Credit Agreement or any other Loan Document (as defined in the Credit Agreement) which is not cured within the applicable cure period, if any, provided therein; or (ii) if at any time any representation or warranty made by Borrower in this Assignment or in any other Loan Document shall prove to have been incorrect in any material respect; or (iii) failure or default by Borrower in the performance of, or in breach of its covenants or agreements in this Assignment (excluding defaults which are specifically dealt with elsewhere in this Section 4), which is not remedied within ten (10) days after written notice by Lender. DOCS 146914.3 1582098 3 Grand Island