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<br />200607222 <br /> <br />shall be subject to the prior written approval of Assignee, which approval shall not be <br />unreasonably withheld, in accordance with the provisions of the Deed of Trust. <br /> <br />3. No Modification of the Leases. Without the prior written consent of Assignee, which conscnt <br />shall not be unreasonably withheld, Assignor shall not: <br /> <br />A. Cancel, terminate or accept any surrender of the Leases; <br /> <br />B. Accept any prepayments for more than (30) days of installments ofrent under any of the <br />Leases; <br /> <br />C. Modify or abridge any of the terms, covenants and conditions of any of the Leases so as to <br />reduce the terms thereof or the rental payments thereunder; or <br /> <br />D. Change any renewal privileges contained in any of the Lcases. <br /> <br />4. Representations and Warranties. Assignor represents and warrants that: <br /> <br />A. Assignor has not previously sold, assigned, transferred, mortgaged or pledged the Leases or <br />the Rents, whether now due or hereafter to become due; <br /> <br />B. The Rents now due or to become due for any periods subsequent to the date hereof have not <br />been collected and payment thereofhas not been anticipated for a period of more than one (1) <br />month in advance, waived or released, discounted, set off or otherwise discharged or <br />compromised except as set forth in the Leases; <br /> <br />C. It has not received any funds or deposits from any tenant for which credit has not already <br />been made on account of accrued incomc other than the security deposits provided for in the <br />Leases; <br /> <br />D. It has not received any bona fide and acceptable offer to purchase the Premises or any part <br />thereof which would in any way affect any right of option of first refusal to purchase all or <br />any portion of the Premises now contained in any Lease; and <br /> <br />E. It has not done anything which might prevent Assignee from or limit Assigncc in operating <br />under or enforcing any of the provisions hereof. <br /> <br />Assignor shall act in good faith to enforce or securc the performance of each and every obligation, <br />covenant, condition and agreement to be perfomled by any tenants under all the Leases. <br /> <br />5. Remedies upon Default. Immediately upon the occurrence of an Event of Default under the Deed <br />of Trust and the expiration of any applicable cure period, Assignee is hereby expressly and <br />irrevocably authorized to enter and take possession ofthe Premises by actual physical possession, <br />or by written notice served personally upon, or sent by registered or certified mail, postage <br />prepaid, to Assignor, as Assignee may elect, and no further authorization shall be required. <br />Following any such entry and taking possession, Assignee may: <br /> <br />A. Manage and operate the Premises or any part thereof; <br /> <br />B. Lease any part of parts of the Premises for such periods of time, and upon such terms and <br />conditions as Assignee may, in its discretion, deem proper; <br /> <br />IO,doc 2 <br />