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<br />200603081
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<br />ARTICLE 1. - ASSIGNMENT
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<br />Section 1.1.
<br />unconditionally ~h" .
<br />the following pnlp"i'
<br />"Assigned Propeny"
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<br />,JROPERTY. ASSIGNED. Borrower hereby irrevocably, absolutely and
<br />.1l1d grants to Lender the right, title and interest of Borrower, in and to all of
<br />lights, interests and estates, whether now owned, or hereafter acquired (the
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<br />(a) ; ,easGs_iJnd OtheLAgnj~ments . All existing and future leases and all other
<br />agreements, whetlll':'j Ilot in writing, affecting the use, enjoyment or occupancy of the Property or
<br />any portion thereo: . i; or hereafter made, whether before or after the filing by or against Borrower
<br />of any petition for I,':: '," under 11 D.S.C.lOl et seq., as the same may be amended from time to time
<br />(the "Bankruptcy (". ;;i,''') togcther with any extension, renewal or replacement of the same
<br />(collectively the" i,',;,ec,"); this Assignment of all such other present and future leases and present
<br />and future agreel11l'lll" i)l~ing effective without further or supplemental assignment.
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<br />(b) Rents, All rents, additional rents, revenues, income, issues and profits
<br />(including all oil :liid gas or other mineral royalties and bonuses), deposits, accounts and other
<br />benefits arising Ire I!; ~ !Il' Leases and renewals and replacements thereof or otherwise from the use,
<br />enjoyment and OCl'li!);ill~'y of the Property and any cash or security deposited in connection therewith,
<br />whether paid or ~i..',. ii':"" before or after the filing by or against Borrower of any petition for relief
<br />under the Bankrup;~. i Ide (collectively, the "Rents").
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<br />(e) BankruQtey Claims. All claims and rights (the "Bankruptcy Claims") to the
<br />payment of dan1:l~'l'. ;',lid other claims arising from any rejection by a lessee of any Lease under the
<br />Bankruptcy Code,
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<br />(d) "case Guaranties. All claims and rights under any and all lease guaranties,
<br />letters of credit allli "Ii\ other credit support given to Borrower by any guarantor in connection with
<br />any of the Leases (! i . i r \' Idually, a 'lLease Guarantor,? and collectively, the "Lease Guarantors").
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<br />(c; Proceeds. All proceeds from any sale or other disposition of the Leases, the
<br />Rents, the Lease C:,,,;.:iliics and the Bankruptcy Claims.
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<br />(f) (Hher Rights. All rights, powers, privileges, options and other benefits of
<br />Borrower as lessoi i."i :'..'1' the Leases and beneficiary under the Lease Guaranties, including without
<br />limitation the imllh-'li::lll' and continuing right to make claim for, receive, collect and apply all Rents
<br />payable or receiv:\iJ!; nLler the Leases and all sums payable under the Lease Guaranties or pursuant
<br />thereto (and to app:. .: il~ same to the payment of the Debt or the Other Obligations), and to do all
<br />other things which ;~\i110Wer or any lessor is or may become entitled to do under the Leases or the
<br />Lease Guaranties
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<br />(g, : ~Iltry. The right, at Lender's option, upon revocation of the license granted
<br />herein, to enter UP,:i ,1<' Property in person, by agent or by court-appointed receiver, to collect the
<br />Rents and enforce i.1 1\.' I..~'ases.
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<br />(11) ,'ower of Attorney. Borrower's irrevocable power of attorney, coupled with
<br />an interest, to take: : Ii '" .I nd all of the actions set forth in Section 3.1 of this Assignment and any or all
<br />other actions desi '.' i i . . i '11 Lender for the proper management and preservation of the Property.
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<br />(i)
<br />the items set f()!t:
<br />
<br />i. Hher RighTILand Agreements. Any
<br />:,ubsections (a)r:2gh ) ~ ve,
<br />
<br />. t )
<br />...-V..
<br />
<br />
<br />r 11 other rights of Borrower in and to
<br />al 1 all amendments, modifications,
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<br />'rn ~ It
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