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<br />200605847
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<br />manage, let and operate the same on such terms and for such period of time as Assignee may
<br />deem proper in its discretion and, with or without taking possession of the Property, demand,
<br />sue for or otherwise collect all rents, income and profits of the Leases and the Property,
<br />including those past due and unpaid, with full power to modify, extend or terminate existing
<br />Leases, to execute new Leases, and to make from time to time such alterations, renovations,
<br />repairs and replacements as may seem proper to Assignee, and apply such rents, income and
<br />profits to the payment of all expenses of managing, operating and maintaining the Leases and
<br />the Property, all expenses incident to taking and retaining possession of the Property, and the
<br />principal, interest and other indebtedness evidenced and/or secured by the Revolving Loan
<br />Agreement and the Deed of Trust together with all costs and attorneys' fees incurred by
<br />Assignee in connection with any of the foregoing matters, in the order of priority set forth in the
<br />Deed of Trust, any statute, law, custom or use to the contrary notwithstanding. Exercise or
<br />nonexercise by Assignee of the options granted in this paragraph, or collection and application
<br />of rents, income and profits by Assignee or its agent shall not be considered a waiver of any
<br />default by Assignor under this Assignment, the Revolving Loan Agreement or the Deed of Trust.
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<br />2. Non-Liability and Indemnification of Assianee. 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
<br />loss is caused by the gross negligence, willful misconduct or bad faith of Assignee. Assignee
<br />shall not be obligated to perform or discharge nor does Assignee undertake to perform or
<br />discharge any obligation, duty or liability under the Leases or under or by reason of this
<br />Assignment and Assignor agrees to indemnify Assignee for, and to hold Assignee harmless
<br />from, any liability, loss or damage which may be incurred under the Leases or under or by
<br />reason of this Assignment and from any claims and demands which may be asserted against
<br />Assignee by reason of any alleged obligations or undertakings to perform or discharge any of
<br />the terms, covenants or agreements contained in the Leases or in operation of the Property,
<br />unless such liability, loss or damage is caused by the gross negligence, willful misconduct or
<br />bad faith of Assignee. Should Assignee incur any such liability under the Leases or under or by
<br />reason of this Assignment or in defense of any such claims or demands, the amount thereof,
<br />including costs, expenses and reasonable attorneys' fees, shall be reimbursed by Assignor to
<br />Assignee immediately upon demand, and upon failure of Assignor to make such reimbursement
<br />on the date of such demand, the unpaid portion thereof, while still immediately due and payable,
<br />shall bear interest at the default rate of interest provided in the Revolving Loan Agreement until
<br />paid, and the Revolving Loan Agreement shall be deemed to be in default due to such
<br />nonpayment. This Assignment shall not operate to place responsibility for the control, care,
<br />maintenance or repair of the Property upon Assignee, nor shall it operate to make Assignee
<br />responsible or liable for any waste committed on the Property by any lessees or any other
<br />parties, or for any dangerous or defective condition of the Property, or for any negligence in the
<br />management, upkeep, repair or control of the Property.
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<br />3. Termination/Lessee Directives. Upon payment in full of the principal, interest and
<br />all other indebtedness owing under the Revolving Loan Agreement and the Deed of Trust, this
<br />Assignment shall cease, terminate and be of no further effect. Assignor authorizes each and
<br />every lessee named in a Lease or any other or future lessee or occupant of the Property or any
<br />part thereof, upon receipt of written notice from Assignee, to pay to Assignee all rents, income,
<br />issues and profits accruing under the Leases or from the Property, and to continue to do so until
<br />otherwise notified in writing by Assignee.
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<br />4. Absolute Assignment. Subject only to the provisions of Paragraph 3 of this
<br />Assignment, no action undertaken by Assignee with respect to any of the obligations of Assignor
<br />under the Revolving Loan Agreement and the Deed of Trust, to any security or guarantee given
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