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ASSIGNMENT OF RENTS
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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, iri ifs 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 />Indebtedness secured by this Assignment, and shall be payable on demand, with interest at the Note rate from date of expenditure until
<br />paid.
<br />FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor
<br />under this Assignment, the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this
<br />Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and
<br />the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law.
<br />LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if
<br />Grantor fails to comply with any provision of this Assignment or any Related Documents, including but not limited to Grantor's failure to
<br />discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender
<br />on Grantor's behalf may (but shall not be obligated to► take any action that Lender deems appropriate, including but not fimited 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 ali costs for insuring, maintaining and preserving the Property. All such expenditures incurred 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 such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be
<br />added to the balance of the Note and be apportio�ed among and be payabte with any instaffinent payments to become due during either
<br />(71 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. The Assignment also will secure payment of these amounts. Such right shall be in addition to
<br />all other rights and remedies to which Lender may be entitled upon Default.
<br />DEFAULT. Each of the foilowing, at lender's option, sha11 constitute an Event of Default under this Assignment:
<br />Payment Default. Grantor fails to make any payment when due under the Indebtedness.
<br />Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
<br />Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained
<br />in any other agreement between Lender and Granior. ,
<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.
<br />Default in Favor of Third Parties. Any guarantor or Grantor defaufts under any 1oan, extension of credit, security agreement, purchase
<br />or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's
<br />or Grantor's property or ability to perform their respective obligations under this Assignment or any of the Related Documents.
<br />False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under
<br />this Assignment or the Refated Documents is false or misleading in any material respect, either now or at the time made or furnished
<br />or becomes false or misleading at any time thereafter.
<br />Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force 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.
<br />Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is madel, any member withdraws from
<br />the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the
<br />insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors,
<br />any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insofvency laws by or against
<br />Grantor.
<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
<br />repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property
<br />securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender.
<br />However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the
<br />claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture
<br />proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by
<br />Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
<br />Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any
<br />Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
<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.
<br />Insecurity. Lender in good faith believes itself insecure.
<br />Cure Provisions. If any default, other thart a default in payment is curable and if Grantor has not been given a notice of a breach of
<br />the same provision of this Assignment within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written
<br />notice to Grantor demanding cure of such default: (7) cures the default within twenty (20) days; or (21 if the cure requires more
<br />than twenty 120) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default
<br />and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably
<br />practical.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any
<br />one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
<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 that Grantor would be required to pay.
<br />Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents,
<br />including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In
<br />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 received in payment thereof in #he name of Grantor and to negotiate the same and collect 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 are made,
<br />whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,
<br />by agent, or through a receiver.
<br />Other Remedies. Lender shall have all other rights and. remedies provided in this Assignment or the Note or by law.
<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.
<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 adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether 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
<br />on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph
<br />include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses,
<br />whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or
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