SHALL NOT BE A WAIVER OF ANY DEFAULT BY THE
ASSIGNOR UNDER THIS ASSIGNMENT, THE LOAN AGREEMENT, THE DEED OF TRUST OR ANY
OTHER LOAN DOCUMENT.
NO ACTION OR FAILURE TO ACT BY THE ASSIGNEE WITH RESPECT
TO (X) ANY OF THE ASSIGNOR'S OBLIGATIONS UNDER THE LOAN DOCUMENTS, (Y) ANY
SECURITY OR GUARANTEE GIVEN FOR THE PAYMENT OR PERFORMANCE THEREOF, OR (Z) ANY
OTHER DOCUMENT OR INSTRUMENT EVIDENCING OR RELATING TO SUCH OBLIGATIONS, SHALL
IN ANY MANNER AFFECT, IMPAIR, OR PREJUDICE ANY OF THE ASSIGNEE'S RIGHTS AND
PRIVILEGES UNDER THIS ASSIGNMENT OR DISCHARGE, RELEASE, OR MODIFY ANY OF THE
ASSIGNOR'S DUTIES OR OBLIGATIONS HEREUNDER.
3.
REVOCABLE LICENSE.
IN CONNECTION WITH AND AS PART OF THIS
ASSIGNMENT, ASSIGNEE MAKES THE FOLLOWING GRANT AND AGREEMENT:
THE ASSIGNOR
SHALL HAVE A REVOCABLE LICENSE TO COLLECT AND RECEIVE THE RENTS AND TO RETAIN,
USE, AND ENJOY SUCH RENTS SUBJECT TO THE TERMS AND CONDITIONS HEREOF.
SUCH
LICENSE MAY BE REVOKED BY THE ASSIGNEE, WITHOUT NOTICE TO THE ASSIGNOR, UPON THE
OCCURRENCE OF AN "EVENT OF DEFAULT" (UNDER AND AS DEFINED IN THE LOAN
AGREEMENT).
UNLESS AND UNTIL SUCH LICENSE IS SO REVOKED, THE ASSIGNOR AGREES TO
APPLY THE PROCEEDS OF RENTS TO THE PAYMENT OF DEBT SERVICE ON THE PROPERTY AND
OF TAXES, ASSESSMENTS, STANDBY FEES, WATER CHARGES, SEWER RENTS, AND OTHER
GOVERNMENTAL CHARGES LEVIED, ASSESSED OR IMPOSED AGAINST THE PROPERTY OR ANY
PART THEREOF, INSURANCE PREMIUMS, TENANT FINISH, AND OTHER OBLIGATIONS OF THE
ASSIGNOR AS LESSOR UNDER THE LEASES, AND TO OPERATION AND MAINTENANCE CHARGES
RELATING TO THE PROPERTY WHICH ARE DUE AND PAYABLE AT THE TIME OF COLLECTION OF
SUCH PROCEEDS OF RENTS BEFORE USING SUCH PROCEEDS FOR ANY OTHER PURPOSE.
4.
REPRESENTATIONS AND WARRANTIES.
THE ASSIGNOR HEREBY
REPRESENTS AND WARRANTS THE FOLLOWING TO THE ASSIGNEE:
(A)
THE LEASES WHICH AFFECT THE PROPERTY ARE VALID, SUBSISTING,
AND ARE IN FULL FORCE AND EFFECT, AND HAVE BEEN DULY EXECUTED AND
UNCONDITIONALLY DELIVERED BY ASSIGNOR AND THE TENANTS UNDER THE LEASES.
(B)
THE ASSIGNOR HAS NOT EXECUTED OR GRANTED ANY MODIFICATIONS OR
AMENDMENTS OF ANY PRESENTLY EXISTING LEASES EITHER ORALLY OR IN WRITING NOT
PREVIOUSLY DISCLOSED TO THE ASSIGNEE.
Assignment of Leases and Rents (Deed of Trust)
3
(C)
THERE ARE NO MATERIAL DEFAULTS NOW EXISTING UNDER ANY OF THE
LEASES AND, TO THE BEST OF THE ASSIGNOR'S KNOWLEDGE AND BELIEF, THERE ARE NO
OTHER DEFAULTS NOW EXISTING UNDER ANY OF THE LEASES AND NO EVENT HAS OCCURRED
WHICH, WITH THE DELIVERY OF NOTICE OR THE PASSAGE OF TIME OR BOTH, WOULD
CONSTITUTE SUCH A DEFAULT OR WHICH WOULD ENTITLE THE ASSIGNOR OR THE TENANTS
UNDER THE LEASES TO CANCEL THE SAME OR OTHERWISE AVOID THEIR OBLIGATIONS
THEREUNDER.
(D)
THE ASSIGNOR HAS NOT EXECUTED A CURRENTLY EFFECTIVE
ASSIGNMENT OR PLEDGE OF ANY OF THE LEASES OR OF ITS RIGHT, TITLE AND INTEREST
THEREIN.
5.
COVENANTS AND AGREEMENTS.
THE ASSIGNOR SHALL (A) OBSERVE
AND PERFORM FAITHFULLY EVERY OBLIGATION WHICH THE ASSIGNOR IS REQUIRED TO
PERFORM UNDER THE LEASES, (B) ENFORCE OR SECURE THE PERFORMANCE