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<br />08.06.2008
<br />
<br />200807162
<br />
<br />File No. 16-471
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<br />(a) Notwithstanding the foregoing, however, so long as no Event of Default
<br />(as defined in Paragraph 4 below) has occurred, Borrower shall have a revocable
<br />license to possess and control the Mortgaged Property and collect and receive all rents,
<br />revenues, profits and income. Upon the occurrence of an Event of Default, such license
<br />shall be deemed automatically revoked.
<br />
<br />(b) Upon the occurrence of any Event of Default, Lender may, at any time
<br />upon such notice as is required by law, by a court-appointed receiver, regardless of the
<br />adequacy of Lender's security, enter upon and take possession and control of the
<br />Mortgaged Property, or any part thereof, to perform all acts necessary and appropriate
<br />to operate and maintain the Mortgaged Property, including, but not limited to, execute,
<br />cancel or modify the Leases, make repairs to the Mortgaged Property, execute or
<br />terminate contracts providing for the management or maintenance of the Mortgaged
<br />Property, all on such terms as are deemed best to protect the security of this
<br />Assignment, and in Lender's or Borrower's name, sue for or otherwise collect such rents,
<br />revenues, profits and income from the Mortgaged Property as specified in this
<br />Assignment as the same become due and payable, including, but not limited to, rents
<br />then due and unpaid.
<br />
<br />(c) All rents, revenues, profits and income collected shall immediately be
<br />held by Borrower as trustee for the benefit of Lender, only; provided, however, until an
<br />Event of Default has occurred, Borrower may use such funds for business purposes
<br />related to the Real Property. Borrower agrees that commencing upon the occurrence of
<br />such Event of Default, each tenant of the Mortgaged Property shall make its rent
<br />payable to and pay such rent to Lender (or Lender's agents) on Lender's written demand
<br />therefor, delivered to such tenant personally, by mail, or by delivering such demand to
<br />each rental unit, without any liability on the part of said tenant to inquire further as to the
<br />existence of an Event of Default by Borrower.
<br />
<br />(d) In the event Lender elects to seek the appointment of a receiver for the
<br />Mortgaged Property upon Borrower's breach of any covenant or agreement of Borrower
<br />in this Assignment, Borrower hereby expressly consents to the appointment of such
<br />receiver. Lender or the receiver shall be entitled to receive a reasonable fee for so
<br />managing the Mortgaged Property.
<br />
<br />(e) All rents, revenues, profits and income collected subsequent to the
<br />occurrence of any Event of Default shall be applied at the discretion of, and in such
<br />order as determined by, Lender to the costs, if any, of taking possession and control of
<br />and managing the Mortgaged Property and collecting such amounts, including, but not
<br />limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs
<br />to the Mortgaged Property, premiums on insurance policies, taxes, assessments and
<br />other charges on the Mortgaged Property, and the costs of discharging any obligation or
<br />liability of Borrower as lessor or landlord of the Mortgaged Property and to the sums
<br />secured by this Assignment. Lender or the receiver shall have access to the books and
<br />records used in the operation and maintenance of the Mortgaged Property and shall be
<br />liable to account only for those rents actually received.
<br />
<br />(f) If the rents, revenues, profits and income from the Mortgaged Property
<br />are not sufficient to meet the costs, if any, of taking possession and control of and
<br />managing the Mortgaged Property and collecting the same, any funds expended by
<br />Lender for such purposes shall become indebtedness of Borrower to Lender secured by
<br />this Assignment. Such amounts shall be payable upon notice from Lender to Borrower
<br />requesting payment thereof and shall bear interest from the date of disbursement at the
<br />Default Rate provided by the Promissory Note.
<br />
<br />(g) Any entering upon and taking possession and control of the Mortgaged
<br />Property by Lender or the receiver and any application of rents, revenues, profits and
<br />income as provided herein shall not cure or waive any default hereunder or invalidate
<br />any other right or remedy of Lender under applicable law or provided therein.
<br />
<br />(h) Borrower hereby represents and agrees that it is and will be the s~le
<br />owner of the entire landlord's interest (or tenant's interest in the case of Leases With
<br />respect to which Borrower is the tenant) in all existing Leases, subject to Permitt~d
<br />Encumbrances (as defined in the Mortgage), that Borrower has not executed any pnor
<br />assignment of said Leases or rents, revenues, profits and income except those being
<br />subordinated hereto, that Borrower has not performed, and will not perform, any acts, or
<br />has not executed, and will not execute, any instrument that would prevent Lender from
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<br />Assignment of Rents and Leases, Page 2
<br />#553519-v1
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