GUARANTIES.
ALL OF BORROWER'S RIGHT, TITLE AND INTEREST
IN, AND CLAIMS UNDER, ANY AND ALL LEASE GUARANTIES, LETTERS OF CREDIT AND ANY
OTHER CREDIT SUPPORT (INDIVIDUALLY, A "LEASE GUARANTY", AND COLLECTIVELY, THE
"LEASE GUARANTIES") GIVEN BY ANY GUARANTOR IN CONNECTION WITH ANY OF THE LEASES
OR LEASING COMMISSIONS (INDIVIDUALLY, A "LEASE GUARANTOR", AND COLLECTIVELY, THE
"LEASE GUARANTORS") TO BORROWER.
(E)
PROCEEDS.
ALL PROCEEDS FROM THE SALE OR OTHER DISPOSITION OF
THE LEASES, THE RENTS, THE LEASE GUARANTIES AND/OR THE BANKRUPTCY CLAIMS.
2
(F)
OTHER.
ALL RIGHTS, POWERS, PRIVILEGES, OPTIONS AND OTHER
BENEFITS OF BORROWER AS THE LESSOR UNDER ANY OF THE LEASES AND THE BENEFICIARY
UNDER ANY OF THE LEASE GUARANTIES, INCLUDING, WITHOUT LIMITATION, THE IMMEDIATE
AND CONTINUING RIGHT TO MAKE CLAIMS FOR, AND TO RECEIVE, COLLECT AND ACKNOWLEDGE
RECEIPT FOR ALL RENTS PAYABLE OR RECEIVABLE UNDER THE LEASES AND ALL SUMS
PAYABLE UNDER THE LEASE 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 ANY OF THE
LEASES OR LEASE GUARANTIES.
(G)
ENTRY.
THE RIGHT, SUBJECT TO THE PROVISIONS OF THE LOAN
AGREEMENT, AT LENDER'S OPTION, UPON REVOCATION OF THE LICENSE GRANTED HEREIN, TO
ENTER UPON THE PROPERTY, SUBJECT TO THE RIGHTS OF TENANTS, IN PERSON, BY AGENT
OR BY COURT-APPOINTED RECEIVER, TO COLLECT THE RENTS.
(H)
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, IN ACCORDANCE
WITH THE TERMS SET FORTH IN SECTION 3.1
OF THIS ASSIGNMENT.
(I)
OTHER RIGHTS AND AGREEMENTS.
ANY AND ALL OTHER RIGHTS OF
BORROWER IN AND TO THE ITEMS SET FORTH IN SUBSECTIONS (A) THROUGH (H) 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 TERMS OF THE LOAN AGREEMENT AND THE CASH MANAGEMENT
AGREEMENT, LENDER GRANTS TO BORROWER A REVOCABLE LICENSE TO COLLECT, RECEIVE,
USE AND ENJOY THE RENTS, AS WELL AS ANY SUMS DUE UNDER THE LEASE GUARANTIES.
BORROWER SHALL HOLD THE RENTS, AS WELL AS ALL SUMS RECEIVED PURSUANT TO ANY
LEASE GUARANTY, OR A PORTION THEREOF SUFFICIENT TO DISCHARGE ALL CURRENT SUMS
DUE ON THE OBLIGATIONS (LESS THE AMOUNT OF ANY RESERVES OR LETTERS OF CREDIT IN
RESPECT THEREOF), 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, ANY OTHER FUTURE LESSEES OR OCCUPANTS
OF