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<br />200408872
<br />thereof to Assignor and without regard to the adequacy of any security for the payment or
<br />performance of any duties and obligations arising under the Note and the Deed of Trust, either in
<br />person or by agent, with or without bringing any action or proceeding, or by receiver appointed
<br />by a court, revoke the foregoing license, take possession of the rents, income, issues, and profits
<br />and/or the Property and hold, manage, let, and operate the same on such terms and for such
<br />period of time as Assignee may deem proper in its discretion and, with or without taking
<br />possession of the Property, demand, sue for, or otherwise collect all rents, income, and profits of
<br />the Leases and the Property, including those past due and unpaid, with full power to modify,
<br />extend or terminate existing Leases, to execute new Leases, and to make from time to time such
<br />alterations, renovations, repairs, and replacements as may seem proper to Assignee, and apply
<br />such rents, income, and profits to the payment of all expenses of managing, operating, and
<br />maintaining the Leases and the Property, all expenses incident to taking and retaining possession
<br />of the Property, and the principal, interest, and other indebtedness evidenced and/or secured by
<br />the Note and the Deed of Trust together with all costs and attorneys' fees incurred by Assignee
<br />in connection with any of the foregoing matters, in the order of priority set forth in the Deed of
<br />Trust, any statute, law, custom, or use to the contrary notwithstanding. Exercise or nonexercise
<br />by Assignee of the options granted in this paragraph, or collection and application of rents,
<br />income, and profits by Assignee or its agent shall not be considered a waiver of any default by
<br />Assignor under this Assignment, the Note or the Deed of Trust.
<br />2. Non - Liability and Indemnification of Assignee. Assignee shall not be liable for
<br />any loss sustained by Assignor resulting from Assignee's failure to let the Property or any part
<br />thereof or from any other act or omission of Assignee in managing the Property, unless such loss
<br />is caused by the gross negligence, willful misconduct, or bad faith of Assignee. Assignee shall
<br />not be obligated to perform or discharge nor does Assignee undertake to perform or discharge
<br />any obligation, duty, or liability under the Leases or under or by reason of this Assignment and
<br />Assignor agrees to indemnify Assignee for, and to hold Assignee harmless from, any liability,
<br />loss, or damage which may be incurred under the Leases or under or by reason of this
<br />Assignment and from any claims and demands which may be asserted against Assignee by
<br />reason of any alleged obligations or undertakings to perform or discharge any of the terms,
<br />covenants, or agreements contained in the Leases or in operation of the Property, unless such
<br />liability, loss, or damage is caused by the gross negligence, willful misconduct, or bad faith of
<br />Assignee. Should Assignee incur any such liability under the Leases or under or by reason of
<br />this Assignment or in defense of any such claims or demands, the amount thereof, including
<br />costs, expenses, and reasonable attorneys' fees, shall be reimbursed by Assignor to Assignee
<br />immediately upon demand, and upon failure of Assignor to make such reimbursement on the
<br />date of such demand, the unpaid portion thereof, while still immediately due and payable, shall
<br />bear interest at the default rate of interest provided in the Note until paid, and the Note shall be
<br />deemed to be in default due to such nonpayment. This Assignment shall not operate to place
<br />responsibility for the control, care, maintenance, or repair of the Property upon Assignee, nor
<br />shall it operate to make Assignee responsible or liable for any waste committed on the Property
<br />by any lessees or any other parties, or for any dangerous or defective condition of the Property,
<br />or for any negligence in the management, upkeep, repair or control of the Property.
<br />156703 -1
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