sets over unto Assignee, all right, title and interest of Assignor in and to all
Leases and 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 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.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AND WITHOUT THE NECESSITY OF ASSIGNEE ENTERING UPON AND TAKING AND
MAINTAINING FULL CONTROL OF THE PROPERTY IN PERSON, BY AGENT OR BY
COURT-APPOINTED RECEIVER, THE LICENSE REFERRED TO IN PARAGRAPH (A) ABOVE SHALL
IMMEDIATELY BE REVOKED AND ASSIGNEE SHALL HAVE THE RIGHT AT ITS OPTION, TO
EXERCISE ALL RIGHTS AND REMEDIES CONTAINED IN THE LOAN DOCUMENTS, OR OTHERWISE
AVAILABLE AT LAW OR IN EQUITY.
3.
RENTS HELD IN TRUST BY ASSIGNOR.
RENTS HELD OR RECEIVED BY
ASSIGNOR SHALL BE HELD OR RECEIVED BY ASSIGNOR AS TRUSTEE