Lease Assignment of Rents

LEASE ASSIGNMENT OF RENTS

This Lease Assignment of Rents (the Assignment) is made and entered into as of by and between Assignor Name: whose address is , and Assignee Name: whose address is .

RECITALS

WHEREAS, Assignor is the owner or lawful successor in interest of the real property and improvements described as:

WHEREAS, the Property is subject to certain leases, license agreements and related rights affecting the use and possession of space within the Property (collectively, the Leases), a schedule of which is attached or described as follows:

WHEREAS, Assignor is indebted to Assignee under that certain obligation identified as: and desires to grant to Assignee a security interest in Rents (as defined below) to secure the payment and performance of such obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Assignment, the following terms shall have the meanings set forth below:

"Leases" means all present and future leases, licenses, tenancy agreements, amendments, extensions and guaranties relating to occupancy or operation of the Property.

"Rents" means all rents, issues, profits, income, receivables, security deposits, advance rents, fees, charges and other sums now or hereafter payable to Assignor under the Leases with respect to the Property.

2. ASSIGNMENT

Assignor hereby absolutely assigns, grants, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Rents as security for the prompt and complete payment and performance of all obligations, liabilities and indebtedness of Assignor to Assignee arising under or evidenced by the secured obligation referenced above (the Secured Obligations).

3. INTENT; SECURITY INTEREST

The parties acknowledge and agree that this Assignment is intended to create a security interest in the Rents to secure the Secured Obligations and not to constitute an absolute conveyance of the leases. Assignor shall execute and deliver to Assignee such further instruments and take such further actions as Assignee may reasonably request to perfect, preserve and protect Assignee's security interest.

4. DEFAULT; ASSIGNEE REMEDIES

Upon the occurrence of an Event of Default (as defined in the Secured Obligations) and at any time thereafter, Assignee, at its option and without further consent of Assignor, may exercise any one or more of the following rights and remedies:

(a) provide written notice to all tenants under the Leases that rents, charges and other payments are to be paid directly to Assignee and require compliance with such direction; collect and receive Rents directly from tenants; enter upon the Property or the leased premises at reasonable times to inspect, audit or collect Rents; and enforce the Leases for the account of Assignor or Assignee;

(b) apply collected Rents to payments due and payable under the Secured Obligations in such order as Assignee elects after payment of reasonable costs of collection, reasonable attorneys' fees, insurance, repairs and taxes attributable to the Property; and

(c) exercise all other rights and remedies available at law or in equity, including obtaining injunctive relief, specific performance, appointment of a receiver, or foreclosure of any security interests securing the Secured Obligations.

5. NOTICE TO TENANTS; COLLECTION PROCEDURES

Assignor authorizes Assignee to send notice to tenants under the Leases, upon the occurrence of an Event of Default, instructing tenants to pay Rents to Assignee. Such notice shall be sufficient if delivered in writing to the tenant at the address set forth in the Lease or otherwise as permitted by applicable law. Assignor agrees that, upon delivery of such notice, tenants shall be entitled to rely upon it and shall be discharged to the extent of such payments made to Assignee.

6. APPLICATION OF PROCEEDS

All Rents collected by Assignee shall be applied in the following order: (i) reasonable expenses of collection including reasonable attorneys' fees and costs, (ii) costs of operation and preservation of the Property incurred by Assignee in good faith, including insurance and taxes attributable to the Property, (iii) interest then due under the Secured Obligations, (iv) principal and other amounts then due under the Secured Obligations, and (v) any remaining surplus to Assignor or as otherwise required by applicable law.

7. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the lawful owner of the Property and the Leases (subject only to Permitted Encumbrances specified below); (b) the Leases are in full force and effect except as disclosed in writing to Assignee; (c) to Assignor's knowledge, there exists no uncured tenant default under the Leases other than those disclosed to Assignee in writing; and (d) there have been no prior assignments of the Rents other than those disclosed to Assignee in writing.

Assignor shall promptly notify Assignee of any material default under the Leases or any attempted assignment of the Leases or Rents by Assignor to a third party.

8. COVENANTS

Assignor covenants that it will: (a) perform all obligations required of Assignor under the Leases to the extent such performance does not conflict with the rights granted to Assignee herein; (b) not terminate or modify any Lease in a manner that materially impairs the value of the Rents without Assignee's prior written consent; and (c) maintain the Property in a manner consistent with ordinary course of business and applicable law.

9. NOTICES

Except as otherwise provided herein, any notice, demand or communication required or permitted under this Assignment shall be in writing and shall be effective upon delivery when sent by personal delivery, nationally recognized overnight courier or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Assignment shall be governed by and construed in accordance with the laws of the state where the Property is located, without regard to its conflict of laws principles. This Assignment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. If any provision of this Assignment is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the parties' intent to the fullest extent permitted by law.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Assignment shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure by any party to enforce any provision of this Assignment shall not constitute a waiver of future enforcement of that or any other provision. This Assignment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. MISCELLANEOUS

Headings used in this Assignment are for reference only and shall not affect the interpretation of any provision. The parties agree to execute such further documents and take such further actions as may be necessary to carry out the purposes and intent of this Assignment.

EXECUTION

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first written above.

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