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<br />Loan No: 809348
<br />
<br />ASSIGNMENT OF RENTS
<br />( Continued)
<br />
<br />200608239
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<br />Page 2
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<br />APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and
<br />Lender may pay such costs and expenses from the Rents. Lender, in its sole discretion, shall determine the application of any and all Rents
<br />received by it; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the
<br />Indebtedness, All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the
<br />Indebtednf!SS secured by this Assignment, and shall be payable on demand, with interest at the Note rate from date of f!xpenditure until
<br />paid.
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<br />FULL PERFORMANCE, If Grantor pays all of the Indebtedness whon dUf! and otherwise pf!rforms all the obligations imposod upon Grantor
<br />under this Assignment, the Note, and the Related OOGuments, Lender shall execute and deliver to Grantor a suitable satisfaction of this
<br />Assignment and suitable statements of termination of any finanGing statement on file evidenGing Lender's seGurity interest in the Rents and
<br />the Property. Any termination fee required by law shall be paid by Grantor, if permittf!d by applicablf! law.
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<br />LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's intf!rest in the Property or if
<br />Grantor fails to comply with any provision of this Assignment or any Related Documonts, including but not limited to Grantor's failure to
<br />discharge or pay when dUf! any amounts Grantor is required to discharge or pay under this Assignment or any Related Doc\.lrllents, Lender
<br />on Grantor's bf!half may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to
<br />discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Rents or the
<br />Property and paying all costs for insuring. maintaining and preserving the Property. All SUGh expenditures incurmd or paid by Lender for
<br />such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment
<br />by GrAntor. All SUGh expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (8) be
<br />added to the balance of the Note and be apportioned among and be payable with any installment payments to becorlle due during either
<br />(1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will
<br />be due and payable at the Note's maturity. Thf! Assignment also will secuJ'f! paymf!nt of these amounts. Such right shall be in addition to
<br />all other rights and remedies to which Lender may be entitled upon Default.
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<br />DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment:
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<br />Payment Default. Borrower fails to make any payment when due under the Indehtedness.
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<br />Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in
<br />this Assignment or in any of the Related Documents or to comply with or to perform any term, ohligation, covenant or condition
<br />contained in any other agreement between Lender and Borrower or Grantor.
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<br />Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or
<br />insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien.
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<br />Default in Favor of Third Parties. Grantor defaults under any loan, extension of Gredit, security agreement, purchase or sales
<br />agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or
<br />Grantor's ability to perform Grantor's obligations under this Assignment or any of the Related Documents.
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<br />False Statements, Any warranty, representation or statement made or furnished to Lender hy Borrower or Grantor or on Borrower's
<br />or Grantor's behalf under this Assignment or the Related DOGumenl.s is false or misleading in any material respeGt, either now or at
<br />the time made or furnished or becomes false or misleading at any time thereafter.
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<br />Defective Collateralization. This Assignment or any of the Related Documents ceases to he in full forGe and effect (including failure of
<br />any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
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<br />Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from
<br />the limited liability company, or any other termination of Borrower's or Grantor's existence as a going business or the death of any
<br />member, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's properly, any
<br />assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy
<br />or insolvency laws by or against Borrower or Grantor.
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<br />Creditor or Forfeiture Proceodings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
<br />repossession or any other method, by any Greditor of Borrower or Grantor or by any governmental agency against the Rents or any
<br />property seGuring the Indebtedness, This includes a garnishment of any of Borrower's or Grantor's accounts, including deposit
<br />accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the
<br />validity or reasonableness of the claim which is the basis of the creditor or forff!iture proceeding and if Borrower or Grantor gives
<br />Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety hond for the creditor or
<br />forfeiture proceeding, in an amount determined by Lender, in its solf! discretion, as being an adequate reserve or hond for the dispute.
<br />
<br />Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against.
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<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation
<br />party of any of the Indehtedness or any gUArantor, endorser, surety, or accommodation party dies or becomes incompetent, or
<br />revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option,
<br />may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in
<br />a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
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<br />Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
<br />performance of the Indebtedness is impaired.
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<br />Insecurity. Lender in good faith believes itself insecure.
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<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at anytime thereafter, Lender may exercise any
<br />one or more of the following rights and remedies, in addition to any other rights or remedies providerJ by law:
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<br />Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable,
<br />including any prepayment penalty which Grantor would be required to pay.
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<br />Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Property and collect the
<br />Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness.
<br />In furtherance of this right, Lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section,
<br />above. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse
<br />instruments reGeived in pllyment thereof in the name of Grantor Ilnd to negotiate the same and colleGt the proceeds. Payments by
<br />tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments me made,
<br />whether or not any proper grounds for the demllnd existed. Lender may exercise its rights under this subparagraph either in pmson,
<br />by agent, or through a receiver.
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<br />Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with
<br />the power to protect and preserve the Property, to operate the Property preGeding foreclosure or sale, and to collect the Rents from
<br />the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve
<br />without bond if permitted by law, Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the
<br />Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving aR a
<br />receiver.
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<br />Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law.
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<br />Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
<br />expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform, shall not
<br />affect Lender's right to declare a default and exercise its remedies.
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<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be
<br />entitled to recover such sum as the court may arijudge reasonable as attorneys' fees at trial and upon any appeal. Wllf!ther or not any
<br />court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are
<br />necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable
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