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<br />actual physical possession, or by written notice served personally upon, or sent by registered or certified mail, postage prepaid, to
<br />Assignor, as Assignee may elect, and no further authorization shall be required. Following any such entry and taking possession,
<br />Assignee may:
<br />A. Manage and operate the Premises or any part thereof;
<br />B. Lease any part of parts of the Premises for such periods of time, and upon such terms and conditions as Assignee may, in its
<br />discretion, deem proper;
<br />C. Enforce any of the Leases;
<br />D. Demand, collect, sue far, attach, levy, recover, receive, compromise and adjust, and make, execute and deliver receipts and
<br />releases for all Rents that may then or may thereafter become due, owing or payable with respect to the Premises, or any part
<br />thereof, from any present or future lessees, tenants, subtenants or occupants thereof;
<br />E. Institute, prosecute to completion or compromise and settle, all summary proceedings and actions for rents or for removing any
<br />and all lessees, tenants, subtenants or occupants of the Premises or any part or parts thereof;
<br />F. Enforce or enjoin or restrain the violation of any of the terms, provisions and conditions of any of the Leases;
<br />G. Make such repairs and alterations to the Premises as Assignee may, in its discretion, deem proper;
<br />H. Pay from and`out of the Rents collected or from or out of any other funds, the insurance premiums and any other taxes,
<br />assessments, water rates, sewer rates or other governmental charges levied, assessed or imposed against the Premises or any
<br />portion thereof, and also any and all other charges, costs and expenses which it may deem necessary or advisable for Assignee
<br />to pay in the management or operation of the Premises, including (without limiting the generality of any rights, powers,
<br />privileges and authorities conferred in this Assignment) the costs of such repairs and alterations, commissions for renting the
<br />Premises, or any portions thereof, and legal expenses in enforcing claims, preparing papers or for any other services that may
<br />be required; and
<br />I. Generally, do, execute and perform any other act, deed, matter or thing whatsoever that ought to be done, executed and
<br />performed in and about or with respect to the Premises as fully as Assignor might do.
<br />Assignee shall apply the net amounts of any Rents received by it from the Premises, after payment of proper costs and charges (including any
<br />loss or damage hereinafter referred to in Section 8 hereof) to the reduction and payment of the indebtedness evidenced by the Note and
<br />secured by the Deed of Trust (the "Secured Indebtedness"). Assignor agrees not to seize or detain any property hereby assigned, transferred
<br />or set over to Assignee.
<br />6. Dis osition of Rents U on Default. Assignor hereby irrevocably directs the tenants under the Leases upon demand and notice from
<br />Assignee of any Event of Default, to pay to Assignee all Rents accruing or due under the Leases from and after the receipt of such
<br />demand and notice. Such tenants in making such payments to Assignee shall be under no obligation to inquire into or determine the
<br />actual existence of any such Event of Default claimed by Assignee.
<br />Attornment. To the extent not provided by applicable law, each Lease of the Premises or of any part thereof shall provide that in
<br />the event of the enforcement by Assignee of the remedies provided for by law or by this Assignment, the tenant thereunder will,
<br />upon request of any person succeeding to the interest of Assignor as a result of such enforcement, automatically become the tenant
<br />of such successor-in-interest, without change in the terms or other provisions of such Lease; provided, however that the successor-
<br />in-interest shall not be bound by:
<br />A. Any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security
<br />for the performance by the tenant of its obligations under the Lease; or
<br />B. Any amendment or modification of the Lease made without the consent of Assignee or such successor-in-interest.
<br />Each Lease also shall provide that, upon request by the successor-in-interest, the tenant shall execute and deliver an instrument or instruments
<br />confirming such attornment.
<br />Indemnification. Assignor hereby agrees to indemnify and hold Assignee harmless from and against any and all liabilities, losses,
<br />damages and expenses, including reasonable attorneys' fees, which it may incur under any of the Leases, or by reason of this
<br />Assignment or by reason of any action taken by Assignee or Assignor hereunder, and from and against any and all claims and
<br />demands whatsoever which may be asserted against Assignee by reason of any alleged obligation or undertaking on its part to
<br />perform or discharge any of the terms, covenants and conditions contained in any of the Leases. Should Assignee incur any such
<br />liabilities, losses, damages or expenses, the amount thereof, together with interest thereon at the rate set forth in the Note, shall be
<br />payable by Assignor to Assignee immediately upon demand therefore, or at the option of Assignee, Assignee may reimburse itself
<br />therefor out of any Rents collected by Assignee. Nothing contained herein shall operate or be construed to obligate Assignee to
<br />perform any of the terms, covenants and conditions contained in any of the leases or otherwise to impose any obligation upon
<br />Assignee with respect to any of the Leases. This Assignment shall not operate to place upon Assignee any responsibility for the
<br />operation, control, care, management or repair of the Premises, and the execution of this Assignment by Assignor shall constitute
<br />conclusive evidence that all responsibility for the operation, control, care, management and repair of the Premises is and shall be
<br />that of Assignor.
<br />~. Further Assurances. Assignor agrees to execute and deliver to Assignee. at any time or times during which this Assignment shall be
<br />in effect, such further instruments as Assignee may deem necessary to make effective or more effective this Assignment and the
<br />covenants of Assignor herein contained.
<br />l0. Na Waiver. Failure of Assignee to avail itself of any of the terms, covenants and conditions of this Assignment for any period of
<br />time, or any time or times, shall not be construed or deemed to be a waiver of any of its rights hereunder. The rights and remedies
<br />of Assignee under this Assignment are cumulative and are not in lieu of, but in addition to, any other rights and remedies which
<br />Assignee shall have under or by virtue of any of the Loan Documents. The rights and remedies of Assignee hereunder may be
<br />exercised from time to time and as often as such exercise is deemed expedient.
<br />1 l . Assi nment of Assi nee's Ri hts. Any holder of the Secured Indebtedness shall have the right to assign to any subsequent holder
<br />of the Secured Indebtedness, the right, title and interest of Assignor hereby assigned, subject, however, to the provisions of this
<br />Assignment. In the event all the right, title and interest of Assignor in the Premises are barred or Foreclosed, no assignee of the
<br />interest of Assignor shall be liable to account to Assignor for any Rents thereafter accruing.
<br />l0.doc ~
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