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<br />200602639
<br />3. Performance of Obligations. Assignor covenants and agrees to observe,
<br />perform and discharge, duly and punctually, all and singular the obligations, terms, covenants,
<br />conditions and warranties of the Obligation and Mortgage, of the existing Leases and of all
<br />future Leases affecting the Premises, on the part of Assignor to be kept, observed and performed;
<br />to use all reasonable efforts to enforce or secure the performance of each and every obligation,
<br />term, covenant, condition and agreement in the Leases by any lessee to be performed; and to
<br />appear in and defend any action or proceeding arising under, occurring out of, or in any manner
<br />connected with the Leases or the obligations, duties or liabilities of Assignor and any lessee
<br />thereunder.
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<br />4. Prohibitions. Assignor covenants and agrees that without the prior written
<br />consent of assignee, (a) Assignor will not receive or collect Rents from any present or future
<br />lessee of the Premises or any part thereof for a period of more than one month in advance, (b) the
<br />Assignor will not pledge, transfer, mortgage or otherwise encumber or assign future payments of
<br />Rents, (c) Assignor will not waive, excuse, condone, discount, set off, compromise, or in any
<br />manner release or discharge any lessee under any Leases of and from any obligations, covenants,
<br />conditions and agreements by said lessee to be kept, observed and performed, including the
<br />obligation to pay the Rents thereunder, in the manner and at the place and time specified therein,
<br />(d) Assignor will not cancel, terminate or consent to any surrender of any Lease, or modify, or in
<br />any way alter the terms thereof, and (e) Assignor will not enter into any new Leases except on a
<br />form previously approved by Assignee.
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<br />5. License to Collect Rents. For so long as there shall exist no Event of Default (as
<br />defined in the Obligation) by Assignor in the payment of any indebtedness secured hereby or in
<br />the observance and performance of lilY other obligation, term, covenant or condition or warranty
<br />herein or in the Obligation and Mortgage or in the Leases contained, Assignor shall have the
<br />right under a license granted hereby (but limited as provided in the following paragraph) to
<br />collect upon, but not prior to accrual as aforesaid, all of the Rents, arising from or out of the
<br />Leases or any renewals or extensions thereof, or from or out of the Premises or any part thereof,
<br />and Assignor shall receive such Rents, and shall hold same, as well as the right and license to
<br />receive same, on behalf of the Assignee to be applied, and Assignor hereby covenants to so apply
<br />same, as they become due and payable first to the payment of taxes and assessments upon the
<br />Premises before penalty or interest is due thereon, secondly to the cost of such insurance and of
<br />such maintenance and repairs as are required by the terms of the Mortgage, and then to the
<br />payment of interest, additional interest, and principal then due and payable on the Obligation and
<br />Mortgage, before using any part of the same for any other purposes.
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<br />6. Collection of Rents and Management of Premises in Event of Default. (a)
<br />Upon or at any time after (i) the occurrence of an Event of Default, as defined in the Obligation
<br />or the Mortgage of even date herewith by and between Assignor and Assignee, (ii) default in the
<br />observance or performance of any obligation, term, covenant, condition or warranty of Assignor
<br />as landlord in the Leases contained which default Assignor as landlord has not cured within 30
<br />days after written notice from Assignee to Assignor of such default, or (iii) default by Assignor
<br />in the observance or performance of any obligation, term, covenant, condition, or warranty
<br />herein contained (each of such events being an Event of Default hereunder), Assignee, at its
<br />option, shall have the complete right, power and authority hereunder then or thereafter to
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<br />1023974.210/21/2004
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