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200107257 4. Agreement to Notify Lender of Certain Events. Assignor promptly shall: (a) notify Lender of any breach, default or event of default or claim of breach, default or event of default by either party to the Lease of which Assignor has become aware; (b) notify Lender in writing of the receipt by Assignor of any notice from the Lessor (i) noting or claiming any breach, default or event of default by Assignor under the Lease, and (ii) of termination of the Lease or intention to re -enter or the commencement of a dispossess proceeding, and promptly cause a copy of each such notice received by Assignor to be delivered to Lender; and (c) execute and deliver to Lender upon Lender's request therefor, such instruments as may be required to permit Lender to cure any breach, default or event of default under the Lease or permit Lender to take such other action required to enable Lender to cure or remedy said breach, default or event of default and preserve the interest of Lender in the Lease. 5. Transfers, Modification, Surrender, Etc. Assignor shall not sell, assign, pledge, transfer, mortgage, grant a security interest in or otherwise encumber the Lease or Assignor's interest therein and shall not terminate, cancel, subordinate, amend, supplement, extend or otherwise modify or surrender the Lease or the terms thereof or agree to any termination, cancellation, surrender, subordination, compromise or settlement or material amendment, supplement or other modification of any kind or nature of or with respect to the Lease or the terms thereof, or exercise any purchase option without Lender's prior written consent, which consent will not be unreasonably withheld or delayed. 6. Power of Attorney. Assignor further irrevocably appoints Lender as Assignor's attorney in fact to exercise, upon an Event of Default hereunder, any or all of Assignor's rights in, to and under the Lease and to do any or all other acts, in Assignor's name or in Lender's own name, that Assignor could do under the Lease, with the same force and effect as if this Assignment had not been made; provided, however, Assignor shall have no liability on account of any negligence or willful misconduct of Lender in the exercise of said power of attorney hereby granted. Third parties shall be entitled to rely on Lender's representation that an Event of Default has occurred empowering Lender to exercise its rights and remedies contained herein. 7. Event of Default. The occurrence of a breach, default or event of default by Assignor under this Assignment, which has not been cured within ten (10) days after Assignor's receipt of notice of such breach or default, or the occurrence of an Event of Default (as defined thereunder) under the Loan Agreement shall constitute an Event of Default ( "Event of Default ") hereunder. 8. Exercise of Rights. Lender hereby confers upon Assignor a license to possess and operate the Property and to exercise the rights and remedies provided to Assignor under the Lease until the occurrence of an Event of Default. Although it is the intent of the parties that this Assignment is a present Assignment, it is expressly understood and agreed, notwithstanding anything to the contrary herein contained, that Lender shall not exercise any of the rights and powers conferred upon it hereunder unless and until there shall have occurred an Event of Default hereunder. Assignor agrees, by executing this Assignment, that Lender does 003.300667.1 -4-