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200507875
<br />Borrower hereby irrevocably appoints Lender its true and lawful attorney -in -fact, coupled with an interest, at the
<br />option of Lender at any time and from time to time to exercise any rights granted to Lender hereunder provided that
<br />such appointment shall only be exercised (i) after and during the continuance of a Default provided that Lender has
<br />given Borrower not less than five (5) prior days notice of its intent to exercise such appointment or (ii) from and
<br />after and during the continuance of an Event of Default. No exercise by Lender of any rights of Borrower hereunder
<br />or under the other Loan Documents shall release Borrower from its obligations under the Leases. Notwithstanding
<br />the foregoing, so long as no Event of Default shall be continuing, Borrower shall have a revocable license to take all
<br />actions with respect to all Leases and Rents, present and future, including the right to collect and use the Rents
<br />subject to the terms of the Security Instrument. At any time after an Event of Default, the license granted
<br />hereinabove may be revoked by Lender, and Lender or a receiver appointed in accordance with the Security
<br />Instrument may enter upon the Property, and collect, retain and apply the Rents toward payment of the Debt in such
<br />priority and proportions as Lender in its sole discretion shall deem proper.
<br />Section 3. Certain Rights of Lender. This Assignment constitutes an absolute, present
<br />assignment and not merely an assignment for additional security. Borrower shall have a license to collect all Rents
<br />provided such Rents are applied in accordance with the provisions of Article V of the Security Instrument for the
<br />purposes therein set forth including, without limitation, payments of interest and principal and any other amounts
<br />due and payable under the Note, Security Instrument or other Loan Documents. Upon the occurrence and during the
<br />continuance of an Event of Default, the license granted herein to Borrower to collect Rents shall automatically
<br />terminate.
<br />Without limitation to any other provision hereof, upon the occurrence and during the continuance
<br />of an Event of Default, Lender may (but shall have no obligation to so do), either in person, by agent or by a court-
<br />appointed receiver, at any time without notice, regardless of the adequacy of Lender's security, perform all acts
<br />necessary and appropriate for the operation and maintenance of the Property including, but not limited to, the
<br />execution, cancellation or modification of Leases, the collection of all Rents, the making of repairs to the Property
<br />and the execution or termination of contracts providing for the management or maintenance of the Property, or any
<br />part thereof, all on such terms as are deemed best to protect the security of this Assignment. In the event Lender
<br />elects to seek the appointment of a receiver for the Property, or any part thereof, upon the occurrence and during the
<br />continuance of an Event of Default pursuant to this Assignment or the other Loan Documents, Borrower hereby
<br />expressly consents to the appointment of such receiver.
<br />Subsequent to the occurrence and during the continuance of any Event of Default all Rents
<br />collected may be applied as Lender shall determine in Lender's discretion, including without limitation to the costs,
<br />if any, of taking possession and control of and managing the Property, or any part thereof, and collecting such
<br />amounts, including, but not limited to, reasonable attorneys' fees, receiver's fees, premiums on receiver's bonds,
<br />costs of repairs to the Property, or any part thereof, premiums on insurance policies, taxes, assessments and other
<br />charges on the Property, or any part thereof, and to the Debt in such order and priority as Lender shall determine.
<br />Lender and its agents or employees or the receiver shall have access to the books and records used in the operation
<br />and maintenance of the Property at reasonable times and upon reasonable notice to Borrower, and shall be liable to
<br />account only for those Rents actually received. Neither Lender nor its agents, employees, officers or directors shall
<br />be liable to Borrower, any Person claiming under or through Borrower or any Person having an interest in the
<br />Leases or any other part of the Property by reason of Lender's rights or remedies hereunder or the exercise thereof
<br />provided, however, that the foregoing provisions of this sentence shall not be deemed to alter or amend the
<br />provisions of any indemnification of Lender (or its agents, employees, officers and directors) by Borrower hereunder
<br />or under the other Loan Documents.
<br />If the Rents are not sufficient to meet the costs, if any, of taking possession and control of and
<br />managing the Property, any funds expended by Lender for such purposes shall become a part of the Debt secured by
<br />this Assignment. Such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof
<br />and shall bear interest from the date of such notice at the Default Rate until paid.
<br />Section 4. Representations and Warranties of Borrower. All of the representations and
<br />warranties contained in Section 2.05(o) of the Security Instrument are hereby incorporated by reference with the
<br />same force and effect as if fully restated herein.
<br />Section 5. No Mortgagee in Possession. The acceptance by Lender of this Assignment,
<br />with all of the rights, powers, privileges and authority so created, shall not, prior to entry upon and taking of
<br />possession of the Property by Lender, be deemed or construed to constitute Lender a mortgagee -in- possession nor
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