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<br />200511357
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<br />2.2 OBLIGA TIONS. The term "obligations" is used herein in its broadest and most comprehensive sense and
<br />shall be deemed to include, without limitation, all interest and charges, prepayment charges, late charges and
<br />loan fees at any time accruing or assessed on any of the Secured Obligations.
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<br />2.3 INCORPORA TION. All terms and conditions of the documents which evidence any of the Secured
<br />Obligations are incorporated herein by this reference. All persons who may have or acquire an interest in the
<br />Property shall be deemed to have notice of the terms of the Secured Obligations and to have notice that the
<br />rate of interest on one or more Secured Obligation may vary from time to time.
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<br />ARTICLE 3. ABSOLUTE ASSIGNMENT OF RENTS AND LEASES
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<br />3.1 ASSIGNMENT. Borrower irrevocably assigns to Lender, and grants to Lender a security interest in, all of
<br />Borrower's right, title and interest in, to and under: (a) all present and future leases of the Property or any
<br />portion thereof, all licenses and agreements relating to the management, leasing or operation of the Property
<br />or any portion thereof, and all other agreements of any kind relating to the use or occupancy of the Property
<br />or any portion thereof, whether such leases, licenses and agreements are now existing or entered into after the
<br />date hereof ("Leases"); and (b) the rents, issues, deposit and profits of the Property, including without
<br />limitation, all amounts payable and all rights and benefits accruing to Borrower under the Leases
<br />("Payments"). The term "Leases" shall also include all guarantees of and security for the tenants'
<br />performance thereunder, and all amendments, extensions, renewals or modifications thereto which are
<br />permitted hereunder. This is a present and absolute assignment, not an assignment for security purposes only,
<br />and Lender's right to the Leases and Payments is not contingent upon, and may be exercised without
<br />possession of, the Property.
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<br />3.2 GRANT OF LICENSE. Lender confers upon Borrower a revocable license ("License") to collect and retain
<br />the Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined).
<br />Upon a Default, the License shall be automatically revoked and Lender may collect and apply the Payments
<br />pursuant to the terms hereof without notice and without taking possession of the Property. All Payments
<br />thereafter collected by Borrower shall be held by Borrower as trustee under a constructive trust for the benefit
<br />of Lender. Borrower hereby irrevocably authorizes and directs the tenants under the Leases to rely upon and
<br />comply with any notice or demand by Lender for the payment to Lender of any rental or other sums which
<br />may at any time become due under the Leases, or for the performance of any of the tenants' undertakings
<br />under the Leases, and the tenants shall have no right or duty to inquire as to whether any Default has actually
<br />occurred or is then existing. Borrower hereby relieves the tenants from any liability to Borrower by reason of
<br />relying upon and complying with any such notice or demand by Lender. Lender may apply, in its sole
<br />discretion, any Payments so collected by Lender against any Secured Obligation or any other obligation of
<br />Borrower, Borrower or any other person or entity, under any document or instrument related to or executed in
<br />connection with the Loan Documents, whether existing on the date hereof or hereafter arising. Collection of
<br />any Payments by Lender shall not cure or waive any Default or notice of Default or invalidate any acts done
<br />pursuant to such notice. If and when no Default exists, Lender shall re-confer the License upon Borrower
<br />until the occurrence of another Default.
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<br />3.3 EFFECT OF ASSIGNMENT. The foregoing irrevocable assignment shall not cause Lender to be: (a) a
<br />mortgagee in possession; (b) responsible or liable for the control, care, management or repair of the Property
<br />or for performing any of the terms, agreements, undertakings, obligations, representations, warranties,
<br />covenants and conditions of the Leases; (c) responsible or liable for any waste committed on the Property by
<br />the tenants under any of the Leases or by any other parties; for any dangerous or defective condition of the
<br />Property; or for any negligence in the management, upkeep, repair or control of the Property resulting in loss
<br />or injury or death to any tenant, licensee, employee, invitee or other person; or (d) responsible for or impose
<br />upon Lender any duty to produce rents or profits. Lender shall not directly or indirectly be liable to Borrower
<br />or any other person as a consequence of: (e) the exercise or failure to exercise any of the rights, remedies or
<br />powers granted to Lender hereunder; or (f) the failure or refusal of Lender to perform or discharge any
<br />obligation, duty or liability of Borrower arising under the Leases.
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<br />3.4 COVENANTS-LONG TERM LEASES.
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<br />] 244250.5
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