Form 8-K Sale Agreement Signing

ASSIGNMENT OF LEASES AND RENTS

MADE BY

TO

LOCATION OF REAL ESTATE:

Tax Map Identification:

Record and Return To:

ASSIGNMENT OF LEASES AND RENTS

This Assignment is made by , , having an address at (the "Assignor"), to , , having an address at (the "Assignee").

WHEREAS, the Assignor is the owner of the fee estate in the property described in Schedule A attached hereto (the "Real Estate"), which is located at ;

WHEREAS, to evidence indebtedness in the original principal sum of ( ) Dollars;

NOW THEREFORE, the Assignor hereby agrees as follows:

SECTION - RECITALS; ASSIGNMENT

1.1 Assignment. The Assignor hereby grants, transfers and assigns to the Assignee each of the following:

1.2 Immediately Effective. This assignment of present and future Assigned Leases is effective immediately without any further or supplemental assignment of any nature whatsoever.

SECTION - OBLIGATIONS SECURED BY ASSIGNMENT

2.1 This Assignment is made for the purposes of securing payment of the Note, other amounts due under the Mortgage, and performance of obligations under the Loan Documents.

SECTION - ASSIGNOR'S REPRESENTATIONS AND WARRANTIES

The Assignor warrants and represents to the Assignee, in order to induce the Assignee to make the loan and accept this Assignment, that:

The Assignor is the sole owner and holder of the entire interest in each Assigned Lease.
Each Assigned Lease is valid, enforceable, and in full force and effect.
None of the Rents has been assigned, pledged, transferred, or hypothecated except pursuant to this Assignment.
None of the Rents has been collected in advance of when due under the Assigned Leases.

SECTION - COVENANTS OF ASSIGNOR

The Assignor covenants with the Assignee to observe and perform all obligations under each Assigned Lease, not impair the security of any Assigned Lease, send notices of default to the Assignee, and comply with the restrictions on collection, subordination, modification, cancellation, and transfer.

SECTION - TERMS AND CONDITIONS OF ASSIGNMENT

5.1 Collection of Rents by Assignor. So long as no Event of Default or Assigned Lease Default exists, the Assignor may collect Rent subject to the Loan Documents.

5.2 Assignee's Rights To Take Possession, Collect Rents, Etc. Upon default, the Assignee may revoke the Assignor's right to collect Rents and may take possession of the Real Estate or the Rents.

5.3 Assignee's Notice of Revocation. The Assignee shall give notice of revocation within a reasonable time after revocation.

5.4 Assignee's Exercise of Rights Not a Waiver. Exercise of rights under this Assignment shall not be considered a waiver of any default.

5.5 Assignee Not Liable Except For Its Willful Tortious Misconduct or Bad Faith. The Assignee shall not be liable except as stated in the Assignment.

5.6 Termination of Assignment. Upon payment in full of the Indebtedness, this Assignment shall become void, subject to any required disgorgement or continuing obligation.

5.7 Assignor's Authorization to Tenants. The Assignor authorizes and directs each Tenant to pay Rents to the Assignee after notice of default.

5.8 Release or Application of Security By Assignee. The Assignee may take or release other security without prejudice to its rights.

5.9 Assignor's Indemnity of Assignee. The Assignor shall indemnify and hold harmless the Assignee from specified losses, liabilities, costs, and expenses.

5.10 No Waiver By Assignee. No act or omission by the Assignee shall be deemed a waiver of its rights and remedies.

5.11 Assignee's Rights Cumulative And May Be Exercised Separately. The Assignee's rights may be exercised prior to, simultaneously with, or after other remedies.

5.12 Waiver by Assignor. The Assignor waives defenses, setoff, counterclaim, and crossclaim, subject to applicable law.

5.13 Assignee Not Mortgagee In Possession. The Assignee is not a mortgagee in possession absent actual possession of the Real Estate.

5.14 Inconsistency. This Assignment controls over conflicting Loan Documents.

5.15 Cooperation By Assignor. The Assignor shall execute further assurances and documents as reasonably required.

5.16 Notices. All notices shall be given in the manner set forth in the Mortgage.

5.17 Successors and Assigns. This Assignment binds and benefits the parties and their successors and assigns.

5.18 No Oral Changes. Modifications must be in writing signed by the Assignor and the Assignee.

5.19 Severability. If any provision is unenforceable, the remaining provisions remain effective.

5.20 Entire Agreement. The Loan Documents contain the entire agreement regarding the Indebtedness.

5.21 No Trial By Jury. The Assignor and Assignee waive rights to trial by jury in connection with the Loan Documents.

Individual Acknowledgement

State Of County Of

On before me personally came and acknowledged execution of the foregoing instrument.

Corporate Acknowledgement

State Of County Of

On before me personally came , resident at , who signed by authority of the Board of Directors.

General Partnership Acknowledgement

State Of County Of

On before me personally came , a partner of .

Schedule A - Description of Real Estate

Lender's Alternative Provisions for Assignment of Rents

1. Gross Negligence. In some jurisdictions, a lender cannot disclaim liability for gross negligence.

2. New York Options. This provision may be added if the Assignment is subject to New York law.

Section 291-F of N.Y. Real Prop. Law. This Assignment is made pursuant to the provisions of Section 291-f of the Real Property Law of the State of New York.

Borrower's Rider to Assignment of Leases and Rents

See the Borrower's Rider to Mortgage for provisions which should be incorporated in the Assignment of Leases and Rents to protect the Borrower.