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20010905;
<br />7. Assignor shall and does hereby assign and transfer to Assignee any and all subsequent
<br />leases and lease guaranties upon all or any part of the Premises and shall execute and deliver at the
<br />request of Assignee all such further assurances and assignments as Assignee shall from time to time
<br />require or deem necessary.
<br />8. Each of the Leases shall remain in full force and effect irrespective of any merger of the
<br />interests of the lessor and lessee under any of the Leases.
<br />9. Upon request of Assignee, Assignor shall provide Assignee with a copy of each new
<br />Lease or sublease executed by Assignor and copies of all amendments, extensions, renewals or
<br />modifications of any Lease.
<br />10. Assignor shall promptly furnish to Assignee, after a request by Assignee to do so, a
<br />written statement containing the names of all lessees or occupants of the Premises, the terms of their
<br />respective Leases or tenancies, the apartments occupied and the rentals paid. If any of such Leases
<br />provide for the giving by the lessee of certificates with respect to the status of such Leases, Assignor shall
<br />exercise its right to request such certificates within five (5) days of any request therefor by Assignee.
<br />11. Assignor shall, at its sole cost and expense, appear in and defend any action or
<br />proceeding arising under or in any manner related to any of the Leases.
<br />12. This Assignment is absolute and effective immediately. Notwithstanding the foregoing,
<br />Assignor shall have a license to receive, collect and enjoy the rents, income, profits and benefits accruing
<br />from the Premises until an Event of Default has occurred under the terms and conditions of the deed of
<br />trust dated as of September 1, 2001 (the "Deed of Trust ") executed and delivered by Assignor to
<br />Assignee, which secures the Indebtedness. Upon any violation or Event of Default of the Deed of Trust,
<br />the aforesaid license shall cease automatically, without need of notice, possession, foreclosure, or any
<br />other act or procedure, and all rents, income, profits and benefits assigned hereby shall thereafter be
<br />payable directly to Assignee except that such license shall be reinstated automatically by acceptance by
<br />Assignee of any cure of any such default by Assignor, unless Assignee shall notify Assignor that
<br />acceptance of such cure shall not reinstate such license.
<br />13. Assignee may demand, collect, receive and give complete acquittances for any and all
<br />rents, income, profits, and benefits accruing from the Premises, and at Assignee's discretion file any
<br />claim or take any other action or proceeding and make any settlement of any claims which Assignee may
<br />deem necessary or desirable in order to collect and enforce the payment of the rents, income, profits, and
<br />benefits. All of the lessees of the Premises are hereby expressly authorized and directed to pay any and
<br />all amounts due Assignor pursuant to the Leases to Assignee or such nominee as Assignee may designate
<br />in writing delivered to and received by such lessees who are expressly relieved of any and all duty,
<br />liability or obligation to Assignor in respect of all payments so made.
<br />14. Assignee is hereby vested with full power to use all measures, legal and equitable,
<br />deemed by it necessary or proper to enforce this Assignment and to collect the rents, income, profits, and
<br />benefits assigned hereunder, including the right of Assignee or its designee to enter upon the Premises, or
<br />any part thereof, with or without force and with or without process of law, and take possession of all or
<br />any part of the Premises together with all personal property, fixtures, documents, books, records, papers
<br />and accounts of Assignor relating thereto, and may exclude Assignor, its agents or servants, wholly
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