and
unconditionally grants, transfers, and assigns to the Assignee all of the
Assignor's right, title, and interest in and to any and all (a) leases,
subleases, licenses, rental contracts, and occupancy agreements (regardless of
their form) currently in existence or which may be executed in the future,
covering or affecting all or any part of the Property (as defined below),
together with any and all extensions, renewals, modifications, or replacements
thereof and all guarantees (if any) of the obligations of the tenants,
licensees, and occupants thereunder (all such leases, subleases, licenses,
rental contracts, occupancy agreements, and guarantees, collectively, the
"Leases") and (b) deposits (whether for security or otherwise), rentals, issues,
profits, proceeds, and income of every nature (collectively, the "Rents"), now
or hereafter received or receivable by the Assignor in connection with and as
they relate to that certain real estate described on attached Exhibit "A", and
all improvements now or hereafter situated thereon (the "Property").
THIS ASSIGNMENT IS INTENDED BY THE ASSIGNOR AND THE ASSIGNEE TO CREATE, AND
SHALL BE CONSTRUED TO CREATE, AN ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL
ASSIGNMENT TO THE ASSIGNEE, SUBJECT ONLY TO THE TERMS AND PROVISIONS HEREOF, AND
NOT AS AN ASSIGNMENT AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS
EVIDENCED BY THE LOAN DOCUMENTS, OR ANY OTHER INDEBTEDNESS OF THE ASSIGNOR.
IT
SHALL NEVER BE NECESSARY FOR ASSIGNEE TO INSTITUTE LEGAL PROCEEDINGS OF ANY KIND
WHATSOEVER TO ENFORCE THE PROVISIONS OF THIS ASSIGNMENT.
In connection with and as part of this Assignment, the Assignor hereby makes the
following grants, covenants, agreements, representations, and warranties:
1.
ASSIGNEE'S AUTHORITY.
SUBJECT TO THE PROVISIONS OF
PARAGRAPH 3 BELOW GRANTING THE ASSIGNOR A REVOCABLE, LIMITED LICENSE, THE
ASSIGNEE SHALL HAVE THE RIGHT, POWER, AND AUTHORITY:
(A) TO NOTIFY ANY AND ALL
TENANTS AND OTHER OBLIGORS ON LEASES THAT THE LEASES HAVE BEEN ASSIGNED TO THE
ASSIGNEE AND THAT ALL RENTS ARE TO BE PAID DIRECTLY TO THE ASSIGNEE WHETHER OR
NOT THE ASSIGNEE HAS FORECLOSED OR COMMENCED FORECLOSURE PROCEEDINGS AGAINST THE
PROPERTY AND WHETHER OR NOT THE ASSIGNEE HAS TAKEN POSSESSION OF THE PROPERTY;
(B) TO SETTLE, COMPROMISE, OR RELEASE, ON TERMS ACCEPTABLE TO THE ASSIGNEE, IN
WHOLE OR IN PART, ANY RENTS AND ANY AMOUNTS OWING ON THE LEASES; (C) TO ENFORCE
PAYMENT OF RENTS, PROSECUTE ANY ACTION OR PROCEEDING, AND TO DEFEND LEGAL
PROCEEDINGS WITH RESPECT TO ANY AND ALL RENTS AND LEASES; (D) TO EXTEND THE TIME
OF PAYMENT, MAKE ALLOWANCES, ADJUSTMENTS, AND DISCOUNTS UNDER THE LEASES; (E) TO
ENTER UPON, TAKE POSSESSION OF, AND OPERATE THE PROPERTY; (F) TO LEASE ALL OR
ANY PART OF THE PROPERTY; AND/OR (G) TO ENFORCE ALL OTHER RIGHTS OF THE LESSOR
OR SUBLESSOR UNDER THE LEASES.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY,
THE ASSIGNEE SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE, AND THE
ASSIGNEE DOES NOT UNDERTAKE TO PERFORM OR DISCHARGE, ANY OBLIGATION, DUTY, OR
LIABILITY (INCLUDING, WITHOUT LIMITATION, LIABILITY UNDER ANY COVENANT OF QUIET
ENJOYMENT CONTAINED IN ANY LEASE OR UNDER THE LAW OF ANY STATE IN