ACCRUING BEFORE OR
AFTER THE FILING BY OR AGAINST BORROWER OF ANY PETITION FOR RELIEF UNDER THE
BANKRUPTCY CODE (COLLECTIVELY, THE "RENTS").
(D)
BANKRUPTCY CLAIMS.
ALL OF BORROWER'S CLAIMS AND RIGHTS (THE
"BANKRUPTCY CLAIMS") TO THE PAYMENT OF DAMAGES ARISING FROM ANY REJECTION BY A
LESSEE OF ANY LEASE UNDER THE BANKRUPTCY CODE.
(E)
LEASE 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", COLLECTIVELY, THE "LEASE
GUARANTIES") GIVEN BY ANY GUARANTOR OR OTHER PERSON IN CONNECTION WITH ANY OF
THE LEASES OR LEASING COMMISSIONS (INDIVIDUALLY, A "LEASE GUARANTOR",
COLLECTIVELY, THE "LEASE GUARANTORS") TO BORROWER.
2
(F)
PROCEEDS.
ALL PROCEEDS FROM THE SALE OR OTHER DISPOSITION OF THE
LEASES, THE RENTS, THE LEASE GUARANTIES AND THE BANKRUPTCY CLAIMS.
(G)
OTHER.
ALL RIGHTS, POWERS, PRIVILEGES, OPTIONS AND OTHER BENEFITS
OF BORROWER AS LESSOR UNDER THE LEASES AND BENEFICIARY UNDER THE LEASE
GUARANTIES, INCLUDING WITHOUT LIMITATION THE IMMEDIATE AND CONTINUING RIGHT TO
MAKE CLAIM FOR, RECEIVE AND COLLECT 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), AND TO DO ALL OTHER THINGS WHICH
BORROWER OR ANY LESSOR IS OR MAY BECOME ENTITLED TO DO UNDER THE LEASES OR THE
LEASE GUARANTIES.
(H)
ENTRY.
THE RIGHT, AT LENDER'S OPTION, UPON REVOCATION OF THE
LICENSE GRANTED HEREIN, TO ENTER UPON THE PROPERTY IN PERSON, BY AGENT OR BY
COURT-APPOINTED RECEIVER, TO COLLECT THE RENTS.
(I)
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.
(J)
OTHER RIGHTS AND AGREEMENTS.
ANY AND ALL OTHER RIGHTS OF
BORROWER IN AND TO THE ITEMS SET FORTH IN SECTIONS 1.1(A) THROUGH (I) 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 SECURITY INSTRUMENT, LENDER GRANTS TO BORROWER A REVOCABLE LICENSE
PRIOR TO AN EVENT OF DEFAULT (AS DEFINED IN THE LOAN AGREEMENT) TO COLLECT,
RECEIVE, USE AND ENJOY THE RENTS AND OTHER SUMS DUE UNDER THE LEASES AND LEASE
GUARANTIES AND BORROWER SHALL HOLD SUCH RENTS AND ALL SUMS RECEIVED PURSUANT TO
ANY LEASE GUARANTY, OR A PORTION THEREOF SUFFICIENT TO DISCHARGE ALL CURRENT
SUMS DUE ON THE DEBT, 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 OR ANY OTHER FUTURE