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<br />Borrower shall, at its own cost and expense, perform, comply with and discharge
<br />all obligations of Borrower under all Leases and use its best efforts to enforce or secure the
<br />performance of each obligation and undertaking of the respective Tenants, and appear in and
<br />defend, at its own cost and expense, any action or proceeding arising out of or in any manner
<br />connected with Borrower's interest in any Lease. A default by Borrower under any Lease, or
<br />any agreement, assent or acquiescence by Borrower without the prior written consent of
<br />American Family, in American Family's sole discretion, to, or leading to, any surrender,
<br />cancellation, modification, extension, renewal, buy -out or termination of any Lease, or any
<br />alteration of the terms of any Lease, or any alteration of Borrower's interest in any Lease, shall
<br />be deemed an Event of Default.
<br />Borrower shall notify American Family in writing of: (i) any actual, anticipated
<br />or alleged default either by Borrower or any Tenant arising under any Lease; and (ii) any actual
<br />or anticipated notice to Borrower of termination of any Lease. Such notification of American
<br />Family by Borrower shall occur within five (5) business days of the earlier of Borrower's own
<br />notification or other Knowledge of such actual, anticipated or alleged default or termination.
<br />In the event any Tenant under any Lease seeks for any reason to buy out or
<br />financially satisfy its Lease in whole or in part prior to normal expiration of the Lease, and
<br />obtains permission from both Borrower and American Family to do so, all such proceeds shall,
<br />at the option of American Family, be applied to the Indebtedness in such amounts and order as
<br />determined by American Family. In the event American Family elects to apply such proceeds
<br />to the Indebtedness, no prepayment premium shall be charged for such prepayment.
<br />SECTION 2.4 ASSIGNMENT OF LEASES AND RENTS. Borrower
<br />sells, assigns and transfers unto American Family all of the Leases, and all of the rents and
<br />profits now due and which may hereafter become due under or by virtue of any Lease, whether
<br />written or oral, and any other agreements for the use or occupancy of the Premises, it being the
<br />intention of this Trust Deed to establish an absolute transfer and present assignment of all such
<br />Leases and agreements and all of the rents and profits from the Premises unto American Family,
<br />provided that Borrower shall have the right to collect, but not prior to accrual, all of the rents and
<br />to retain, use and enjoy the same unless and until an Event of Default shall occur under any Loan
<br />Document. Borrower irrevocably appoints American Family as Borrower's true and lawful
<br />attorney in Borrower's name and stead, which appointment is coupled with an interest, to collect
<br />all of said rents and profits.
<br />Upon an Event of Default, and whether before or after the institution of legal
<br />proceedings to foreclose the Lien hereof or before or after sale thereunder or during any period
<br />of redemption, American Family, without being required to establish waste, adequacy of the
<br />security or solvency of Borrower, may, at its option, without notice: (a) in person or by agent,
<br />with or without taking possession of or entering the Premises, with or without bringing any action
<br />or proceeding, enter upon, take possession of, manage and operate said Premises, or any part
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