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99- 106362
<br /> ` (1) contest, compromise and settle any tax assessment or other charge levied or assessed upon all or any part of said Real Property or
<br /> . Personal Property; and
<br /> (g) executed and deliver any and all instruments deemed by Lender to be necessary or appropriate in connection with the exercise of
<br /> any right, power or suthority granted hereby.
<br /> 3. Lender may use and apply any moneys received by it as a result of this Assignmant, in such order as Lender may elect, for any one
<br /> or more of the following purposes:
<br /> (a) payment of any taxes, assessments and charges of any nature whatsoever that may be levied or assessed in connection with said
<br /> Real Property or Personal Property;
<br /> (b) payment of any lien or encumbrance affecting all or any part of said Real Property or Personal Property;
<br /> (c) payment of premiums on such policies of insurance on all or any part of said Real Property or Personal Property as may be deemed
<br /> advisable by Lender;
<br /> (d) payment of all expenses and liabilities incurred in the care and management of said Real Property and Personal Property, including
<br /> any compensation paid to Lender's agents and the expense of such repairs, alterations, additions and improvements to said Real
<br /> Property and Personal Property as may be deemed necessary or advisable by Lender;
<br /> (e) payment of any attorneys' fees, court costs and expenses incurred by Lender in connection with the exercise of its rights, powers
<br /> and authority hereunder; and
<br /> (f) payment of any indebtedness or liability of Borrower to Lender or its assigns, whether absolute or contingent, and no matter when it
<br /> shall arise.
<br /> 4. Notwithstanding that this Assignment is a present assignment, Borrower shall have permission to collect the rents, issues and profits
<br /> from and manage the Real Property and Personal Property for so long as Borrower duly and promptly performs all of its obligations,
<br /> covenants, representations and warranties under any and all note(s), mortgage(s), deed(s) or trust, security agreement(s), and/or any other
<br /> documents and instructions executed by Borrower in favor or for the benefit of Lender (collectively, "Loan Instruments"); provided that such
<br /> permission shall automatically and without notice terminate in the event Borrower breaches or otherwise fails to perform any obligation,
<br /> covenant, representation or warranty under any of the Loan Instruments.
<br /> 5. Any failure or forbearance by Lender to exercise any of Lender's rights or remedies hereunder shall not constitute a waiver of such
<br /> rights and remedies or otherwise prevent Lender from exercising such rights and remedies in the future.
<br /> 6. Any right, power or authority granted Lender hereunder may be exercised either personally or by its attorney or agent without
<br /> bringing any action or proceeding, at law or in equity, or by a receiver to be appointed by a court, at the discretion of Lender, without regard
<br /> to the adequacy of any security for any indebtedness of Borrower to Lender and without taking possession of said Real Property.
<br /> 7. Lender shall not incur any liabilfty for failing to exercise any right, power or authority granted hereby, nor for any action taken in the
<br /> good faith exercise of what Lender considers to be its business judgment pursuant to any such right, power or authority. Lender shall have
<br /> no liability to Borrower, or to any other person, for any damage suffered by said Real Property or Personal Property unless directly caused by
<br /> the willful misconduct or gross negligence of Lender. Lender shall have no responsibility for the actions of any tenant or occupant of said
<br /> Real Property, whether such tenant or occupant shall be obtained by Borrower, Lender or Lender's agent. Borrower hereby agrees to
<br /> indemnify and hold Lender harmless from and against any and all claims, causes of action, losses, damages, or expenses which Lender might
<br /> incur under or by reason of this Assignment, or for any action taken by Lender hereunder (except for damages directly caused by the willful
<br /> misconduct or gross negligence of Lender) with interest thereon at the default rate set forth in the note(s) secured hereby. The provisions of
<br /> this paragraph 7 shall survive the payment of Borrower's indebtedness to Lender.
<br /> 8. Until all sums owing now and in the future by Borrower to Lender shall have been paid in full, Borrower will transfer and assign to
<br /> Lender any and all future leases upon all or any part of the Reai Property and/or Personal Property upon the same terms and conditions as
<br /> herein contained, and Borrower shall execute, upon the same terms and conditions as herein contained, and Borrower shall execute, upon
<br /> request of Lender, any and all instruments requested by Lender to further implement this Assignment and to further perfect the interest of
<br /> Lender in the leases and occupancy agreements and the rents, issues and the interest of Lender in the leases and occupancy agreements
<br /> and the rents, issues and avails of said Real Property and Personal Property and all other moneys or rights assigned hereby.
<br /> 9. This Assignment shall in no way operate to prevent Lender from pursuing any remedy which it now has or hereafter may have
<br /> because of any present or future breach instrument of security now or hereafter held by Lender which may encumber said Real Property or
<br /> the terms of any note or other agreement which Lender may have with Borrower. The collection and application of the rents, issues, profits
<br /> and avails of said Real Property or Personal Property, or the exercise of any other right, power or authority hereunder by Lender shall not, of
<br /> itself, cure or waive any default or declaration or notice of default under said instrument of security or note or affect any foreclosure
<br /> proceeding predicated thereon.
<br /> 10. Borrower hereby instructs all present and future tenants and occupants of said Real Property to pay all amounts now or hereafter
<br /> due Borrower under each tenancy or occupancy agreement pertaining to said Real Property to Lender upon receipt of notice from Lender to
<br /> so pay the same.
<br /> 11. Borrower warrants and represents that Borrower has good title to the leases, rents, issues and profits hereby assigned and good
<br /> right to assign the same, and that no other person, firm and/or corporation has any right, title or interest therein; that Borrower has duly and
<br /> punctually pertormed all of the terms, covenants, conditions and warranties of said leases on Borrower's part to be kept, observed and
<br /> performed; that Borrower has disclosed to Lender all leases and occupancy agreements, and any and ail modifications thereof, to Lender,
<br /> that said leases are valid and unmodified except as specifically set forth on Exhibit "A" and are in full force and effect; that Borrower has not
<br /> previously sold, assigned, transferred, mortgaged or pledged said leases or rents, issues and profits, whether now due or hereafter to
<br /> become due; that none of said rents, issues and profits owing for any period subsequent to the date hereof have been collected and that
<br /> payment of any of the same has not otherwise been anticipated, waived, released, discounted, set-off or otherwise discharged or
<br /> compromised; that Borrower has not received any funds or deposits from any lessee for which credit has not already been made on
<br /> Borrower's accounts; and that the lessees under said leases are not in default of any of the terms thereof.
<br /> F11385.LM0 (8/98) Page 2 of 4
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