GUARANTIES OR PURSUANT THERETO (AND TO APPLY
THE SAME TO THE PAYMENT OF THE DEBT OR THE OTHER OBLIGATIONS), AND TO DO ALL
OTHER THINGS WHICH BORROWER OR ANY LESSOR IS OR MAY BECOME ENTITLED TO DO UNDER
THE LEASES OR THE LEASE GUARANTIES.
(H)
ENTRY.
THE RIGHT, AT LENDER'S OPTION, UPON REVOCATION OF THE
LICENSE GRANTED HEREIN, TO ENTER UPON THE PROPERTY IN PERSON, BY AGENT OR BY
COURT-APPOINTED RECEIVER, TO COLLECT THE RENTS.
(I)
POWER OF ATTORNEY.
BORROWER'S IRREVOCABLE POWER OF ATTORNEY,
COUPLED WITH AN INTEREST, TO TAKE ANY AND ALL OF THE ACTIONS SET FORTH IN
SECTION 3.1 OF THIS ASSIGNMENT AND ANY OR ALL OTHER ACTIONS DESIGNATED BY LENDER
FOR THE PROPER MANAGEMENT AND PRESERVATION OF THE PROPERTY.
(J)
OTHER RIGHTS AND AGREEMENTS.
ANY AND ALL OTHER RIGHTS OF
BORROWER IN AND TO THE ITEMS SET FORTH IN SUBSECTIONS (A) THROUGH (I) ABOVE, AND
ALL AMENDMENTS, MODIFICATIONS, REPLACEMENTS, RENEWALS AND SUBSTITUTIONS THEREOF.
ARTICLE 2
-
TERMS OF ASSIGNMENT
SECTION 2.1
PRESENT ASSIGNMENT AND LICENSE BACK.
IT IS INTENDED BY
BORROWER THAT THIS ASSIGNMENT CONSTITUTE A PRESENT, ABSOLUTE ASSIGNMENT OF THE
LEASES, RENTS, LEASE GUARANTIES AND BANKRUPTCY CLAIMS, AND NOT AN ASSIGNMENT FOR
ADDITIONAL SECURITY ONLY.
NEVERTHELESS, SUBJECT TO THE TERMS OF THIS SECTION
2.1 AND THE CASH MANAGEMENT AGREEMENT, LENDER GRANTS TO BORROWER A REVOCABLE
LICENSE TO COLLECT, RECEIVE, USE AND ENJOY THE RENTS AND OTHER SUMS DUE UNDER
THE LEASE GUARANTIES AND BORROWER SHALL HOLD SUCH RENTS AND ALL SUMS RECEIVED
PURSUANT TO ANY LEASE GUARANTY, OR A PORTION THEREOF SUFFICIENT TO DISCHARGE ALL
CURRENT SUMS DUE ON THE DEBT, IN TRUST FOR THE BENEFIT OF LENDER FOR USE IN THE
PAYMENT OF SUCH SUMS.
SECTION 2.2
NOTICE TO LESSEES.
BORROWER HEREBY AUTHORIZES AND
DIRECTS THE LESSEES NAMED IN THE LEASES OR ANY OTHER FUTURE LESSEES OR OCCUPANTS
OF THE PROPERTY AND ALL LEASE GUARANTORS TO PAY OVER TO LENDER OR TO SUCH OTHER
PARTY AS LENDER DIRECTS ALL RENTS AND ALL SUMS DUE UNDER ANY LEASE GUARANTIES
UPON RECEIPT FROM LENDER OF WRITTEN NOTICE TO THE EFFECT THAT LENDER IS THEN THE
HOLDER OF THIS ASSIGNMENT AND THAT AN EVENT OF DEFAULT (AS DEFINED IN THE LOAN
AGREEMENT) EXISTS, AND TO CONTINUE SO TO DO UNTIL OTHERWISE NOTIFIED BY LENDER.
SECTION 2.3
INCORPORATION BY REFERENCE.
ALL REPRESENTATIONS,
WARRANTIES, COVENANTS, CONDITIONS AND AGREEMENTS CONTAINED IN THE LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS SAME MAY BE MODIFIED, RENEWED, SUBSTITUTED OR
EXTENDED ARE HEREBY MADE A PART OF THIS ASSIGNMENT TO THE SAME EXTENT AND WITH
THE SAME FORCE AS IF FULLY SET FORTH HEREIN.
3
ARTICLE 3
-
REMEDIES
SECTION 3.1
REMEDIES OF LENDER.
UPON OR AT ANY TIME AFTER THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE LICENSE GRANTED TO BORROWER IN SECTION
2.1 OF THIS ASSIGNMENT SHALL AUTOMATICALLY BE REVOKED, AND LENDER SHALL
IMMEDIATELY BE ENTITLED TO POSSESSION OF ALL RENTS AND SUMS DUE UNDER ANY LEASE
GUARANTIES, WHETHER OR NOT LENDER ENTERS UPON OR TAKES CONTROL OF THE PROPERTY.
IN