all Rents;
TO HAVE AND TO HOLD the same unto Assignee, and its successors and assigns
forever, upon the terms and conditions and for the uses hereinafter set forth.
And Assignor hereby further agrees as follows:
1.
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS. SUBJECT TO THE
TERMS OF THE LOAN AGREEMENT, ASSIGNOR REPRESENTS, WARRANTS AND COVENANTS TO
ASSIGNEE THAT:
(A)
THE PAYMENT OF THE RENTS TO ACCRUE UNDER ANY LEASE WILL NOT BE
WAIVED, RELEASED, REDUCED, DISCOUNTED OR OTHERWISE DISCHARGED OR COMPROMISED BY
ASSIGNOR;
(B)
ASSIGNOR HAS NOT PERFORMED, AND WILL NOT PERFORM, ANY ACTS, AND
HAS NOT EXECUTED, AND WILL NOT EXECUTE, ANY INSTRUMENT THAT WOULD PREVENT
ASSIGNEE FROM EXERCISING ITS RIGHTS UNDER THIS ASSIGNMENT; AND
(C)
ASSIGNOR HEREBY AUTHORIZES AND DIRECTS ANY TENANT UNDER ANY OF THE
LEASES AND ANY SUCCESSOR TO ALL OR ANY PART OF THE INTERESTS OF ANY SUCH TENANT
TO PAY DIRECTLY TO THE CLEARING ACCOUNT, IN ACCORDANCE WITH THE TERMS OF THE
LOAN AGREEMENT, THE RENTS DUE AND TO BECOME DUE UNDER SUCH TENANT'S LEASE, AND
SUCH AUTHORIZATION AND DIRECTION SHALL BE SUFFICIENT WARRANT TO THE TENANT TO
MAKE FUTURE PAYMENTS OF RENTS DIRECTLY TO THE CLEARING ACCOUNT IN ACCORDANCE
WITH THE TERMS OF THE LOAN AGREEMENT WITHOUT THE NECESSITY FOR FURTHER CONSENT
BY ASSIGNOR.
2.
ASSIGNMENT; DEFERRED EXERCISE OF RIGHTS.
(A)
AS PART OF THE CONSIDERATION FOR THE DEBT, ASSIGNOR DOES HEREBY
ABSOLUTELY AND UNCONDITIONALLY ASSIGN TO ASSIGNEE ALL RIGHT, TITLE AND INTEREST
OF ASSIGNOR IN AND TO ALL PRESENT AND FUTURE LEASES AND RENTS, AND THIS
ASSIGNMENT CONSTITUTES A PRESENT AND ABSOLUTE ASSIGNMENT AND IS INTENDED TO BE
UNCONDITIONAL AND NOT AS AN ASSIGNMENT FOR ADDITIONAL SECURITY ONLY. IT IS
FURTHER INTENDED THAT IT NOT BE NECESSARY FOR ASSIGNEE TO INSTITUTE LEGAL
PROCEEDINGS, ABSENT ANY REQUIREMENTS OF APPLICABLE LAW OR REGULATION TO THE
CONTRARY, TO ENFORCE THE PROVISIONS HEREOF. ASSIGNOR HEREBY AUTHORIZES ASSIGNEE
OR ITS AGENTS TO COLLECT THE RENTS; PROVIDED, HOWEVER, THAT PRIOR TO AN EVENT OF
DEFAULT, AND SUBJECT AT ALL TIMES TO THE REQUIREMENT THAT PAYMENTS AND DEPOSITS
OF RENTS BE MADE DIRECTLY TO THE CLEARING ACCOUNT, ASSIGNOR SHALL HAVE A
REVOCABLE LICENSE, BUT LIMITED AS PROVIDED IN THIS ASSIGNMENT AND IN ANY OF THE
OTHER LOAN DOCUMENTS, TO OTHERWISE DEAL WITH, AND ENJOY THE RIGHTS OF THE LESSOR
UNDER, THE LEASES. NOTWITHSTANDING SUCH ABSOLUTE ASSIGNMENT, IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT THE RENTS AND OTHER SUMS DUE UNDER THE LEASES SHALL
NOT BE DEEMED RECEIVED BY LENDER AND APPLIED TO THE DEBT UNLESS SAME ARE
ACTUALLY RECEIVED BY THE LENDER FROM THE BORROWER AND APPLIED TO THE PAYMENT OF
THE DEBT. IN THE EVENT THAT RENTS AND SUCH OTHER SUMS ARE PAID TO THE LENDER BY
THE LESSEES, SUCH RENTS AND OTHER SUMS WILL BE PRO TANTO CREDITED ON THE DEBT
ONLY TO THE EXTENT, IF ANY, THAT SUCH RENTS AND OTHER SUMS PAID TO LENDER ARE
NEITHER DISBURSED BY LENDER TO BORROWER NOR PAID BY LENDER FOR UTILITIES,
MAINTENANCE, REPAIRS, TAXES, ASSESSMENTS, INSURANCE OR OTHER