Common use of Covenants of Assignor Clause in Contracts

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall: (a) Fulfill, perform and observe in all material respects all of the obligations of landlord under the Leases; (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under any of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default; (c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; (e) Not collect or accept Rent more than one (1) month in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit the estate of any Tenants under the Leases to merge with Assignor’s interest in the Real Property.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall:as follows. (a) FulfillAssignor shall fulfill, perform and observe each and every material term, condition and covenant of landlord or lessor contained in all material respects all each of the obligations Leases; and shall take reasonable actions to enforce the performance and observance of landlord under each and every material term, condition and covenant of each of the Leases;Leases to be performed or observed by the Tenant thereunder. (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under any of the Leasesshall not, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default; (c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; Assignee, (ei) Not collect or accept Rent permit the prepayment of any rents under any of the Leases for more than one (1) month in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent prior to the assignment of Tenant’s accrual thereof; or (ii) assign its interest under any of the Leasesin, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest or under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit rents, issues and profits from any of the Leases to become subordinate or from the Property to any lien person or entity other than Assignee. (c) The Assignee shall have the lien right, and the Assignor hereby authorizes the Assignee, during the continuance of an Event of Default, to communicate directly with any of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of tenants or guarantors for any guarantee of purpose contemplated by this Assignment or any of Tenant’s obligations under the Security Documents. In the event that any of the Leases in whole is terminated, the Assignor will take or in part without cause to be taken all reasonable steps within the prior written consent power of Lender; andthe Assignor to market and lease the untenanted rentable area of the Buildings to such tenants and upon such terms and conditions as may be reasonably determined by Assignor. (jd) Not Assignor shall deliver to Assignee correct and complete copies of all of the Leases and all amendments, exhibits, addenda and schedules thereto and all guaranties thereof, promptly upon the Assignee's request therefor. (e) Assignor shall take any no action which will cause or permit the estate of the Tenant under any Tenants under of the Leases to merge with Assignor’s the interest of Assignor in the Real Property or any portion thereof. (f) Subject to the provisions of Section 1.03(a) hereof, Assignor does hereby authorize and empower Assignee to collect all rents, issues and profits arising or accruing under the Leases or from the Property as they become due, whether or not the Assignee shall have made entry or become a mortgagee in possession pursuant to the Security Deed, and does hereby irrevocably authorize and direct, each and every present and future Tenant of the whole or any part of the Property, upon receipt of written notice from Assignee, to pay all rents, issues and profits thereafter arising or accruing under the Leases or from the Property to Assignee and to continue to do so until otherwise notified by Assignee, and Assignor agrees that each and every Tenant shall have the right to rely upon such notice by Assignee without any obligation or right to inquire as to whether any Event of Default exists and notwithstanding any notice or claim of Assignor to the contrary, and that Assignor shall have no right or claim against any Tenant for any rents paid by such Tenant to Assignee following receipt of such notice. Assignee shall not give any such notice to the Tenants of the Property prior other than during the continuance of an Event of Default.. (g) Assignor does hereby agree that during the continuance of an Event of Default, Lender shall have the right to the appointment of a receiver to collect all rents, issues and profits and to carry out any other actions which Lender has the right to carry out under the terms of this Assignment.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shallthat: (a) FulfillAssignor will not enter into any other assignment, perform and observe in all material respects all pledge, or security agreement covering the Collateral so long as any of the obligations Indebtedness remains unpaid, except any such security agreement in favor of landlord under Lender. Assignor will not sell or offer to sell or transfer the Leases;Collateral or any interest therein as long as the Indebtedness remains unpaid. (b) Give prompt written notice to Lender Assignor will defend the Collateral against the claims and demands of all persons or entities claiming the same or any default part thereof or claim of default by Assignor or by any Tenant under any of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default;interest therein. (c) EnforceUntil the full and complete payment of all of the Indebtedness, short Lender is hereby fully authorized and empowered upon the occurrence of terminationany Event of Default under the Loan Agreement: (i) to receive, collect and demand payment directly from the maker of each Collateral Note of all sums and amounts payable on or with respect to the Collateral Notes; and (ii) to exercise and enforce all of the other rights, powers and remedies of the holder of the Collateral Notes, including (but not by way of limitation) the right to demand payment of the Collateral Notes in the event of any default thereunder and to enforce the Collateral Security and Related Instruments, including without limitation, the performance in all material respects foreclosure of any deed of trust comprising part of the Leases by Collateral Security. In the Tenants;event Lender forecloses the liens securing any of the Collateral Notes and Lender becomes the owner of the property foreclosed, then Lender and Assignor shall execute an appropriate instrument evidencing a lien for the benefit of Lender covering such property and securing the Indebtedness. In the event Lender, at its option and in writing, authorizes Assignor to enforce the collection of any of the Collateral Notes and to foreclose the liens securing same, then Assignor shall immediately pay over to Lender all sums received from the enforcement of such liens and in the event Assignor becomes owner of the property pledged as security for any such Collateral Note, then Lender shall automatically have a lien or security interest covering such property to secure the Indebtedness and Assignor shall immediately execute an appropriate instrument evidencing same. (d) Except as otherwise provided After the occurrence of an Event of Default, Assignor will hold all monies, income, payments, or benefits attributable or accruing to the Collateral Notes in trust for Lender and will not commingle with any other property or moneys of Assignor and will promptly deliver the same to Lender in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender;form received. (e) Not collect or accept Rent more than one (1) month in advance Lender is under no obligation to enforce the collection of the time Collateral Notes and shall not be liable for any neglect or failure to take action with reference to the Collateral Notes; and none of the rights, powers, or liens hereunder shall be prejudiced or affected by any neglect, failure or omission as to any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit the estate of any Tenants under the Leases to merge with Assignor’s interest in the Real Propertymatters.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall: (a) Fulfill, perform and observe in all material respects all Assignor shall use its reasonable efforts to satisfy each of the obligations of landlord under the Leases;conditions to closing set forth in Section 3 hereof. (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under shall notify Assignee promptly if any of the Leases, of which Assignor has notice, along with a complete copy of representations set forth in Section 5 hereof shall become inaccurate prior to the Closing Date or if any written notice of such default or claim of default;representations is discovered to be inaccurate prior to the Closing Date. (c) EnforceAssignor and Assignor's counsel shall cooperate with Assignee and Assignee's counsel in the defense of any claims or counterclaims made against Assignee, short or any of terminationAssignee's subsidiaries, affiliates, employees, officers, directors, shareholders, agents, representatives, attorneys, accountants or consultants, in any litigation, arbitration proceeding or other forum involving or relating to the Assigned Rights. Other than with respect to Assignor's obligations to indemnify Assignee from certain claims as specified in Section 12 hereof, Assignor's obligations under this Section 7(c) shall not be construed to require Assignor to expend any significant funds or incur any material costs for which it is not reimbursed in connection with such cooperation, and Assignee shall reimburse Assignor for the reasonable costs of Assignor's employees involved in supplying Assignee or Assignee's counsel with copies of documents and other information as may be reasonably required by Assignee or Assignee's counsel in preparing for depositions or trial. For purposes of this Section 7(c) and Section 8(d) below, "significant funds or...material costs" shall mean costs, fees or expenses in excess of $1,000 per lawsuit, arbitrated matter or other legal proceeding. This provision is in addition to, and not in lieu of, the performance indemnification of Assignee by Assignor contained in all material respects of the Leases by the Tenants;Section 12 hereof. (d) Except As soon as otherwise provided practical but in no event later than the Closing Date, Assignor shall provide to Assignee a description of all Notes listed on Exhibit A hereto in the Loan Agreementform attached as Exhibit A-2, not alter, modify, amend, terminate or cancel any giving the name of the LeasesBorrower(s), nor accept a surrender of any the date of the LeasesNote, nor waive any term or condition of any the original principal balance of the Leases without Note, and the prior written consent outstanding principal balance of Lender;the Note as of the Cut-off Date. At Closing, Assignor shall provide Assignee with a Certificate of Principal Balances in the form of Exhibit D attached hereto; Schedule I to that Certificate of Principal Balances shall include the information set forth in the list described in the first sentence of this Section 7(d), plus the principal balances on the Notes as of the last business day before Closing. (e) Not collect If there are letters of credit held as collateral for the Notes or accept Rent more than one (1) month in advance other obligations under the Loan Documents which are not assignable, Assignor will cooperate fully with Assignee to make presentment of or demand on such letters of credit or other collateral. Such cooperation shall include, without limitation, execution of notices, affidavits, or other notices required for presentation of the time any such Rent becomes due;letter of credit, actual presentation of the letter of credit for funding, immediate transfer of funds or endorsement and delivery of a check to Assignee, and filing and vigorous prosecution of litigation (at Assignee's expense) to obtain the proceeds of the collateral letter of credit. (f) Except as otherwise provided Until the Closing Date, Assignor will continue to service the Loans or cause the Loans to be serviced in the Loan Agreementa prudent fashion, not execute any future Leases (including, without limitation, maintaining or any amendments, modifications, extensions or renewals thereof), nor consent causing to be maintained customary amounts and types of casualty insurance with respect to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases Mortgaged Properties. Assignor shall not modify or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate extend the terms of the Loans, fund previously unfunded commitments or release any guarantee of any of Tenant’s obligations under any collateral securing or obligors upon such Notes, unless legally obligated to do so. There have been no restructurings of the Leases in whole Notes or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit Loans they evidence since the estate of any Tenants under date the Leases to merge with Assignor’s interest Loans were originated by Assignor except as disclosed in the Real Propertyfiles or otherwise in writing to Assignee.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall:as follows. (a) FulfillAssignor shall fulfill, perform and observe each and every material term, condition and covenant of landlord or lessor contained in all material respects all each of the obligations Leases; and shall take reasonable actions to enforce the performance and observance of landlord under each and every material term, condition and covenant of each of the Leases;Leases to be performed or observed by the Tenant thereunder. (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under any of the Leasesshall not, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default; (c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; Assignee, (ei) Not collect or accept Rent permit the prepayment of any rents under any of the Leases for more than one (1) month in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent prior to the assignment of Tenant’s accrual thereof; or (ii) assign its interest under any of the Leasesin, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest or under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit rents, issues and profits from any of the Leases to become subordinate or from the Property to any lien person or entity other than Assignee. (c) The Assignee shall have the lien right, and the Assignor hereby authorizes the Assignee, during the continuance of an Event of Default, to communicate directly with any of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of tenants or guarantors for any guarantee of purpose contemplated by this Assignment or any of Tenant’s obligations under the Security Documents. In the event that any of the Leases in whole is terminated, the Assignor will take or in part without cause to be taken all reasonable steps within the prior written consent power of Lender; andthe Assignor to market and lease the untenanted rentable area of the Buildings to such tenants and upon such terms and conditions as may be reasonably determined by Assignor. (jd) Not Assignor shall deliver to Assignee correct and complete copies of all of the Leases and all amendments, exhibits, addenda and schedules thereto and all guaranties thereof, promptly upon the Assignee's request therefor. (e) Assignor shall take any no action which will cause or permit the estate of the Tenant under any Tenants under of the Leases to merge with Assignor’s the interest of Assignor in the Real Property or any portion thereof. (f) Subject to the provisions of Section 1.03(a) hereof, Assignor does hereby authorize and empower Assignee to collect all rents, issues and profits arising or accruing under the Leases or from the Property as they become due, whether or not the Assignee shall have made entry or become a mortgagee in possession pursuant to the Security Deed, and does hereby irrevocably authorize and direct, each and every present and future Tenant of the whole or any part of the Property, upon receipt of written notice from Assignee, to pay all rents, issues and profits thereafter arising or accruing under the Leases or from the Property to Assignee and to continue to do so until otherwise notified by Assignee, and Assignor agrees that each and every Tenant shall have the right to rely upon such notice by Assignee without any obligation or right to inquire as to whether any Event of Default exists and notwithstanding any notice or claim of Assignor to the contrary, and that Assignor shall have no right or claim against any Tenant for any rents paid by such Tenant to Assignee following receipt of such notice. Assignee shall not give any such notice to the Tenants of the Property prior other than during the continuance of an Event of Default. (g) Assignor does hereby agree that during the continuance of an Event of Default, Lender shall have the right to the appointment of a receiver to collect all rents, issues and profits and to carry out any other actions which Lender has the right to carry out under the terms of this Assignment.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall: (a) FulfillAssignor shall not amend (and Assignor warrants that Original Purchaser shall not amend) the Contract without Assignee’s prior written consent, perform which consent may be withheld in Assignee’s sole and observe in all material respects all of the obligations of landlord under the Leases;absolute discretion. (b) Give prompt written notice Assignor shall have the right to Lender elect which Service Contracts, Equipment Leases and Policies the Purchaser under the Contract will assume and which ones Seller must terminate at or prior to Closing in accordance with Section 4.5 of any default or claim of default by the Contract. Assignor or by any Tenant under any Original Purchaser, as applicable, shall obtain Assignee’s determination on such Service Contracts, Equipment Leases and Polices prior to submitting the election to Seller in accordance with Section 4.5 of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default;Contract. (c) EnforceAssignor shall not grant (and Assignor warrants that Original Purchaser shall not grant) any approvals or consents permitted to be granted by the Purchaser under the Contract (nor permit any deemed approval periods to expire or lapse), short submit any notices, elections, objections or documents to Seller that are required or permitted to be submitted under the Contract or waive any requirements applicable to or defaults by Seller under the Contract without Assignee’s prior written consent, which may be granted or withheld in Assignee’s sole and absolute discretion so long as the failure to submit such notice, election, obligation or document will not constitute (i) a waiver by Assignor of termination, the performance in all material respects any obligation of the Leases Seller under the terms of the Contract (in which case Assignee’s consent shall be subject to Assignee’s reasonable approval, rather than sole and absolute discretion) or (ii) a default by Assignor under the Tenants;terms of the Contract. (d) Except as otherwise Assignor shall provide Assignee with simultaneous copies of all notices provided in to Seller under the Loan Agreement, not alter, modify, amend, terminate Contract by Assignor or cancel Original Purchaser and shall promptly forward to Assignee any of notices received by Assignor or Original Purchaser from Seller under the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender;Contract. (e) Not collect or accept Rent more than one (1) month in advance Following the effective date of the time any such Rent becomes due; (f) Except Initial Assignment, Assignor shall cause Original Purchaser to cooperate with Assignor and Assignee as otherwise provided in reasonably required to consummate the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to Assignment and the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit the estate of any Tenants under the Leases to merge with Assignor’s interest in the Real PropertyClosing.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shallso long as this Assignment shall be in effect and except for Assignor's acts in the ordinary course of business: (a) Fulfill, perform and observe in all material respects all Assignor shall not lease any portion of the obligations of landlord under Premises unless the Leaseslease is consistent with rental rates for comparable office buildings in the north suburban Indianapolis, Indiana metropolitan area; (b) Give prompt written notice Assignor shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to Lender be observed or performed by the lessor thereunder, and Assignor shall not do or suffer to be done anything to impair the security thereof. Assignor shall not, except in the ordinary course of business, (i) release the liability of any default tenant under any Lease, (ii) consent to any tenant's withholding of rent or making monetary advances and off- setting the same against future rentals, (iii) consent to any tenant's claim of default by Assignor a total or by partial eviction, (iv) consent to any Tenant under tenant termination or cancellation of any Lease, or (v) enter into any oral leases with respect to all or any portion of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of defaultPremises; (c) Enforce, short of termination, the performance in all material respects Assignor shall not collect any of the Leases by rents, issues, income or profits assigned hereunder more than thirty (30) days in advance of the Tenantstime when the same shall become due, except for security or similar deposits; (d) Except as otherwise provided Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all rents, issues, income or profits assigned hereunder; (e) Assignor shall not make any modification (except immaterial modifications) to the Loan Agreementterms and provisions of any Lease, nor shall Assignor give any consent (including, but not limited to, any consent to any assignment of, or subletting under, any Lease) or approval, not alter, modify, amend, terminate required or permitted by such terms and provisions or cancel or terminate any of the Leases, nor Lease; (f) Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the Leases, nor waive premises demised under any term Lease or condition of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the Leases without the prior written consent of Lender; (e) Not collect estates and rights of, or accept Rent more than one (1) month in advance a termination or diminution of the time obligations of, any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lendertenant thereunder; (g) Not execute Assignor shall not alter, modify or change the terms of any further assignment guaranty of the landlord’s interest under any of the Leases Lease, or of the Rents cancel or terminate any interest therein such guaranty or do or suffer or permit to be done anything which would terminate any such to occur by operation guaranty as a matter of law; (h) Not Assignor shall not waive or excuse the obligation to pay rent under any Lease; (i) Assignor shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the obligations, duties or liabilities of the lessor or any tenant or guarantor thereunder, and shall pay all costs and expenses of Assignee, including court costs and reasonably attorneys' fees, in any such action or proceeding in which Assignee may appear where Assignee has determined in its sole discretion that its failure to so appear could have a material adverse effect on Assignee's security for the Loan; (j) Assignor shall give prompt notice to Assignee of any notice of any default on the part of the lessor with respect to any Lease received from any tenant or guarantor thereunder whereby the claim exceeds or could exceed $25,000.00; (k) Assignor shall make reasonable efforts to enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder; (l) Assignor shall not permit any of the Leases to become subordinate to any lien or liens other than liens securing the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, indebtedness secured hereby or liens for general real estate taxes not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lenderdelinquent; and (jm) Not take later than the 15th day after the end of each calendar year, Assignor shall deliver to Assignee a certified rent roll for the Premises as of the last day of such period in a form reasonably satisfactory to Assignee. Any consent or approval required by Assignee shall not be unreasonably withheld, delayed or conditioned. With respect to any action which will cause event as set forth in (c), Assignor shall particularly describe the same in any reports required to be delivered to Assignee pursuant to the Note, the Mortgage or permit any of the estate of other Loan Documents and in such event any Tenants under amounts so collected more than thirty (30) days in advance shall be held by Assignor in its operating account until the Leases time when such payments would otherwise become due, and for all financial ratios and covenants the Assignor is required to merge with Assignor’s interest comply with, or is subject to, as provided in the Real PropertyNote or Mortgage or any of the other Loan Documents, such payment will be considered made at the time it was otherwise due.

Covenants of Assignor. Assignor hereby Assignor, for itself and for its successors and assigns, covenants and agrees that Assignor shallwarrants as follows: (a) Fulfill, perform and observe in all material respects all that each of the obligations Leases now or hereafter in effect is and shall be a valid and existing lease or sublease and that there are, to the extent ascertainable by Assignor, no defaults on the part of landlord under any of the Leasesparties thereto; (b) Give prompt written notice to Lender of any default that Assignor has not sold, assigned, transferred, mortgaged or claim of default by Assignor or by any Tenant under pledged any of the Leasesrents, of which Assignor has noticeissues or profits from the Property or any part thereof, along with a complete copy of whether now or hereafter to become due, to any written notice of such default person, firm or claim of defaultcorporation other than Assignee; (c) Enforcethat no rents, short of terminationissues, the performance in all material respects deposits or profits of the Leases by Property, or any part thereof, becoming due subsequent to the Tenantsdate hereof have been collected nor has payment of any of the sums been anticipated, waived, released, discounted or otherwise discharged or compromised; (d) Except as that Assignor will not assign, pledge or otherwise provided encumber any of the Leases or any of the rents thereunder unless the prior written consent of Assignee shall have been obtained thereto and unless the instrument creating such assignment, pledge or encumbrance shall expressly state that the same is subject to this Assignment; (e) that Assignor will not, without in each case having obtained the Loan Agreementprior written consent of Assignee, not alterwhich shall be withheld in Assignor's sole and absolute discretion, enter into any new lease agreement with respect to all or any portion of the Property or amend, modify, amend, terminate or cancel accept any surrender of any Lease; (f) that Assignor will not waive or give any consent with respect to any default or variation in the Leases, nor accept a surrender performance of any of the Leasesterms, nor waive covenants and conditions on the part of any term lessee, sublessee, tenant or condition of other occupant to be performed under any of the Leases without the prior written consent of LenderAssignee, but will at all times take proper steps to enforce all of the provisions and conditions thereof; (eg) Not that Assignor will not collect or accept Rent more than one (1) month receive, without in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without each case having obtained the prior written consent of Lender; (g) Not execute Assignee thereto, from any further assignment such lessee, sublessee, tenant or other occupant, any installment of rent in advance of the landlord’s interest under any of respective dates prescribed in the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of lawLeases, except for Permitted Advance Rental Payments; (h) Not permit any that Assignor will perform and observe, or cause to be performed and observed, all of the Leases terms, covenants and conditions on its part to become subordinate be performed and observed with respect to any lien other than the lien each of the MortgageLeases; (i) Except as otherwise provided in that Assignor will notify Assignee promptly when any Lease is hereafter executed, extended, renewed, amended or modified and that it will furnish to Assignee, on demand, true copies of all Leases hereafter executed and true copies of each agreement or letter effecting the Loan Agreementrenewal, not alter, modify, change, release, waive, cancel, nor terminate the terms amendment or modification of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of LenderAssigned Lease; and (j) Not take any action Leases hereafter executed shall provide that within thirty (30) days after written request from Assignee (i) the lessee shall agree to furnish to Assignee a financial statement on a form reasonably satisfactory to Assignee and such other documentation which will cause would reflect the status of the Lease and/or the financial condition of such lessee and (ii) Assignor and such lessee shall agree to amend the Lease to make reasonable changes required by Assignee provided, however, such changes do not materially alter the terms and conditions of the Lease. Assignor acknowledges and agrees that the approval (directly or permit the estate indirectly) of any Tenants under the Leases Lease by Assignee shall not be construed in any manner to merge with Assignor’s interest create any liability or responsibility as to Assignee in the Real Propertyevent that such Lease or the tenant thereunder should default. The review of any Lease by Assignee shall be solely for Assignee's own purposes, shall not constitute any representation by Assignee as to the subject Lease or as to the tenant thereunder and may not and shall not be relied upon by Assignor in any manner. Assignee shall independently review and approve any Lease and the tenant thereunder prior to execution thereof by Assignor.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall: (a) Fulfill, perform and observe in all material respects all Assignor shall use its reasonable efforts to satisfy each of the obligations of landlord under the Leases;conditions to closing set forth in Section 3 hereof. (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under shall notify Assignee promptly if any of the Leases, of which Assignor has notice, along with a complete copy of representations set forth in Section 5 hereof shall become inaccurate prior to the Closing Date or if any written notice of such default or claim of default;representations is discovered to be inaccurate prior to the Closing Date. (c) EnforceAssignor and Assignor's counsel shall cooperate with Assignee and Assignee's counsel in the defense of any claims or counterclaims made against Assignee, short or any of terminationAssignee's subsidiaries, affiliates, employees, officers, directors, shareholders, agents, representatives, attorneys, accountants or consultants, in any litigation, arbitration proceeding or other forum involving or relating to the Assigned Rights. Assignor's obligations under this Section 7(c) shall not be construed to require Assignor to expend any significant funds or incur any material costs for which it is not reimbursed in connection with such cooperation, and Assignee shall reimburse Assignor for the reasonable costs of Assignor's employees involved in supplying Assignee or Assignee's counsel with copies of documents and other information as may be reasonably required by Assignee or Assignee's counsel in preparing for depositions or trial. For purposes of this Section 7(c) and Section 8(d) below, "significant funds or...material costs" shall mean costs, fees or expenses in excess of $1,000 per lawsuit, arbitrated matter or other legal proceeding. This provision is in addition to, and not in lieu of, the performance indemnification of Assignee by Assignor contained in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; (e) Not collect or accept Rent more than one (1) month in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit the estate of any Tenants under the Leases to merge with Assignor’s interest in the Real PropertySection 12 hereof.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall: (a) Fulfill, perform and observe in all material respects all of the obligations of landlord under the Leases; (b) Give prompt written notice with Assignee: to Lender of any default or claim of default by Assignor or by any Tenant under any of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default; (c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; (e) Not collect or accept Rent more than one (1) month notify Assignee in advance of any operations, repairs or any activity conducted by Assignor with respect to the Assignor Assets which may affect the Assignee Assets in any manner whatsoever; to not at any time damage, disturb or adversely affect in any such Rent becomes due; (f) Except as otherwise provided way the Assignee Assets or any other property of Assignee located adjacent to or upon the Pipeline Right-of-Way; to operate, abandon and reclaim the Assignor Assets in a good and workmanlike manner in accordance with good oilfield practices and in compliance with the Loan Right-of-Way Agreement, not execute all applicable laws, regulations, standards, orders, bylaws and other rules of any future Leases (governmental authority having jurisdiction over the Assignor Assets; and in an emergency, to take steps that would reasonably be taken by a prudent operator in order to preserve each Party’s Assets and protect human life, and to notify Assignee forthwith. Assignee covenants and agrees with Assignor: to notify Assignor in advance of any operations, repairs or any amendments, modifications, extensions or renewals thereof), nor consent activity conducted by Assignee with respect to the assignment of Tenant’s interest under Assignee Assets which may affect the Assignor Assets in any of manner whatsoever; not at any time damage, disturb or adversely affect in any way the LeasesAssignor Assets, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein other property of Assignor located adjacent to or suffer or permit such upon the Pipeline Right-of-Way; to occur by operation of law; (h) Not permit any of operate, abandon and reclaim the Leases to become subordinate to any lien Assignee Assets in a good and workmanlike manner in accordance with good oilfield practices and in compliance with surface dispositions and all applicable laws, regulations, standards, orders, bylaws and other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms rules of any guarantee of any of Tenantgovernmental authority having jurisdiction over the Assignee Assets; and in an emergency, to take steps that would reasonably be taken by a prudent operator in order to preserve each Party’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit the estate of any Tenants under the Leases Assets and protect human life and to merge with Assignor’s interest in the Real Propertynotify Assignor forthwith.

Covenants of Assignor. Assignor hereby Assignor, for itself and for its successors and assigns, covenants and agrees that Assignor shallwarrants as follows: (a) Fulfill, perform and observe in all material respects all that each of the obligations Assigned Leases now or hereafter in effect is and shall be a valid and subsisting lease and that there are, to the extent ascertainable by Assignor, no defaults on the part of landlord under any of the Leasesparties thereto; (b) Give prompt written notice to Lender of any default that Assignor has not sold, assigned, transferred, mortgaged or claim of default by Assignor or by any Tenant under pledged any of the Leasesrents, of which Assignor has noticeissues or profits from the Property or any part thereof, along with a complete copy of except as permitted by the Loan Agreement, whether now or hereafter to become due, to any written notice of such default person, firm or claim of defaultcorporation other than Assignee; (c) Enforce, short of termination, the performance in all material respects that no rents issues or profits of the Leases by Property, or any part thereof, becoming due subsequent to the Tenantsdate hereof have been collected (other than Permitted Advance Rental Payments) nor has payment of any of the sums been anticipated, waived, released, discounted or otherwise discharged or compromised; (d) Except as that it will not assign, pledge or otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel encumber any of the Leases, nor accept a surrender of Assigned Leases or any of the Leases, nor waive any term or condition of any of the Leases without rents thereunder unless the prior written consent of LenderAssignee shall have been obtained thereto or the Loan Agreement specifically allows for the same and unless the instrument creating such assignment, pledge or encumbrance shall expressly state that the same is subject to this assignment; (e) Not collect or accept Rent more than one (1) month that it will not, without in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without each case having obtained the prior written consent of Assignee thereto, amend or modify, directly or indirectly in any respect whatsoever cancel, terminate, or accept any surrender of any Assigned Lease, without Lender's prior written consent which may be withheld in Lender's sole discretion. (f) that it will not waive or give any consent with respect to any default or variation in the performance of any of the terms, covenants, and conditions on the part of any lessee, sublessee, tenant or other occupant to be performed under any of the Assigned Leases, but will at all time take proper steps to enforce all of the provisions and conditions thereof; (g) Not execute that it will not collect or receive, without in each case having obtained the prior written consent of Assignee thereto from any further assignment such lessee, sublessee, tenant or other occupant, any installment of rent in advance of the landlord’s interest under any of respective dates prescribed in the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of lawAssigned Leases, except for Permitted Advance Rental Payments; (h) Not permit any that it will perform and observe, or cause to be performed and observed, all of the Leases terms, covenants and conditions on its part to become subordinate be performed and observed with respect to any lien other than the lien each of the MortgageAssigned Leases; (i) Except as otherwise provided that it will, upon written request by Assignee, while this agreement remains in the Loan Agreementforce and effect, not alterserve such written notices upon any lessee, modifysublessee, changetenant, release, waive, cancel, nor terminate the terms guest or other occupant of any guarantee portion of the Property concerning this Assignment, or include among the written provisions of any instrument hereafter creating any such lease, sublease, tenancy or right of Tenant’s obligations under occupancy specific reference to this Assignment, and make, execute and deliver all such powers of attorney, instruments of pledge or assignment, and such other instruments or documents as Assignee may reasonably request at any time for the purpose of securing its rights hereunder; (j) that at all times during which this Assignment shall be in effect, Assignor will use its best efforts to keep the Leases in whole or in part without Property fully rented at the prior written consent of Lenderhighest possible rentals obtainable; and (jk) Not take that Assignor shall (a) notify Assignee promptly when any action which will cause Assigned Lease, is hereafter extended, renewed, amended or permit modified, and (b) furnish to Assignee, on demand, true copies of all Assigned Leases hereafter executed and true copies of each agreement or letter effecting the estate renewal, amendment or modification of any Tenants under the Leases to merge with Assignor’s interest in the Real PropertyAssigned Lease.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shallso long as this Assignment shall be in effect: (a) Fulfill, perform and observe in all material respects all Except for the Operating Lease existing as of the obligations date hereof and the lease(s) listed on Schedule 2.1(p) to the Loan Agreement, Assignor shall not lease any portion of landlord under the LeasesPremises, or permit any sublease of any portion of the Premises, unless Assignor obtains Assignee’s prior written consent to all aspects of such lease; (b) Give prompt written notice Assignor shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to Lender be observed or performed by Assignor thereunder, and Assignor shall not do or suffer to be done anything to impair the security thereof. Assignor shall not (i) release the liability of any default tenant under any Lease, (ii) consent to any tenant’s withholding of rent or making monetary advances and off‑setting the same against future rentals, (iii) consent to any tenant’s claim of default by Assignor a total or by partial eviction, (iv) consent to a tenant termination or cancellation of any Tenant under Lease (as defined below), except as specifically provided therein, or (v) enter into any oral leases with respect to all or any portion of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of defaultPremises; (c) Enforce, short of termination, the performance in all material respects Assignor shall not collect any of the Leases by Rents assigned hereunder more than thirty days in advance of the Tenantstime when the same shall become due, except for security or similar deposits; (d) Except Assignor shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all Rents assigned hereunder, except as otherwise provided in specifically permitted by the Loan AgreementDocuments; (e) Assignor shall not modify the terms and provisions of any Lease, nor shall Assignor give any consent (including, but not alterlimited to, modifyany consent to any assignment of, amendor subletting under, terminate any Lease) or approval required or permitted by such terms and provisions or cancel or terminate any of the LeasesLease, nor without Assignee’s prior written consent; (f) Assignor shall not accept a surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer of, the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the Leasesestates and rights of, nor waive or a termination or diminution of the obligations of, any term tenant thereunder; any termination fees payable under a Lease for the early termination or condition surrender thereof shall be paid jointly to Assignor and Assignee. Assignor hereby assigns any such payment to Assignee and further covenants and agrees that upon the request of Assignee, it will duly endorse to the order of Assignee any such check, the proceeds of which shall be applied in accordance with the provisions of Paragraph 8 below; (g) Assignor shall not alter, modify or change the terms of any guaranty of the Leases any Lease, or cancel or terminate any such guaranty or do or permit to be done anything which would terminate any such guaranty as a matter of law without the prior written consent of Lender; (e) Not collect or accept Rent more than one (1) month in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of lawAssignee; (h) Not Assignor shall not waive or excuse the obligation to pay rent under any Lease; (i) Assignor shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to, or in any manner connected with, any Lease or the obligations, duties or liabilities of the lessor or any tenant or guarantor thereunder, and shall pay all reasonable costs and expenses of Assignee, including court costs and reasonable attorneys’ fees, in any such action or proceeding in which Assignee may appear; (j) Assignor shall give prompt notice to Assignee of any notice of any default by Assignor under any Lease received from any tenant or guarantor thereunder; (k) Assignor shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder and shall immediately notify Assignee of any material breach by the tenant or guarantor under any such Lease; (l) Assignor shall not permit any of the Leases to become subordinate to any lien or liens other than liens securing the lien indebtedness secured hereby or liens for general real estate taxes not delinquent; (m) Assignor shall not execute hereafter any Lease unless there shall be included therein a provision providing that the tenant thereunder acknowledges that such Lease has been assigned pursuant to this Assignment and agrees not to look to Assignee as mortgagee, beneficiary, lender in possession or successor in title to the Premises for accountability for any security deposit required by lessor under such Lease unless such sums have actually been received in cash by Assignee as security for tenant’s performance under such Lease, and any such lease shall further provide that the same shall be subordinate to the provisions of the Mortgage;; and (in) Except as otherwise provided in If any tenant under any Lease is or becomes the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms subject of any guarantee of proceeding under the Federal Bankruptcy Code, as amended from time to time, or any of Tenant’s obligations under any other federal, state or local statute which provides for the possible termination or rejection of the Leases in whole assigned hereby, Assignor covenants and agrees that if any such Lease is so terminated or in part rejected, no settlement for damages shall be made without the prior written consent of Lender; and (j) Not take Assignee, and any action which will cause check in payment of damages for termination or permit the estate rejection of any Tenants under such Lease will be made payable both to Assignor and Assignee. Assignor hereby assigns any such payment to Assignee and further covenants and agrees that upon the Leases request of Assignee, it will duly endorse to merge the order of Assignee any such check, the proceeds of which shall be applied in accordance with Assignor’s interest in the Real Propertyprovisions of Paragraph 8 below.

Covenants of Assignor. Assignor hereby covenants The Assignor, for itself and for its successors and assigns, agrees that Assignor shalland warrants as follows: (a) Fulfill, perform and observe in all material respects all 3.1 that each of the obligations of landlord under Assigned Leases now or hereafter in effect is and shall be a valid and subsisting lease and that there are no defaults on the Leases; (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under any of the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default; (c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender part of any of the Leasesparties thereto; 3.2 that the Assignor has not sold, assigned, transferred, mortgaged or pledged any of the rents, issues or profits from the Premises or any part thereof, whether now or hereafter to become due, to any person, firm or corporation other than the Assignee; 3.3 that no rents, issues or profits of the Premises, or any part thereof, becoming due subsequent to the date hereof have been collected (other than Permitted Advance Rental Payments) nor waive any term or condition has payment of any of the same been anticipated, waived, released, discounted or otherwise discharged or compromised; 3.4 that it will not assign, pledge or otherwise encumber the Assigned Leases without or any of the rents thereunder unless the prior written consent of Lenderthe Assignee shall have been obtained thereto; (e) Not collect or accept Rent more than one (1) month 3.5 that it will not, without in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without each case having obtained the prior written consent of Lender; (g) Not execute the Assignee thereto, amend or modify, directly or indirectly in any further material respect whatsoever, or cancel, terminate, or accept any surrender, sublet or assignment of the landlord’s interest under any of the Leases Assigned Leases; 3.6 that it will not waive or give any consent with respect to, and will promptly notify the Assignee of the Rents occurrence of, any default or variation in the performance of any material term, covenant or condition on the part of the lessee, sublessee, tenant or other occupant to be performed under the Assigned Leases, but will at all times take proper steps to enforce all of the provisions and conditions thereof; 3.7 that it will perform and observe, or cause to be performed and observed, all of the terms, covenants and conditions on its part to be performed and observed with respect to each of the Assigned Leases; 3.8 that it will, upon written request by the Assignee, serve such written notices upon any lessee under any Assigned Lease or any interest therein other occupant of any portion of the Premises concerning this assignment, or suffer include among the written provisions of any instrument hereafter creating any such lease, sublease, tenancy or permit right of occupancy specific reference to this assignment, and make, execute and deliver all such to occur by operation powers of lawattorney, instruments of pledge or assignment, and such other instruments or documents as the Assignee may reasonably request at any time for the purpose of securing its rights hereunder; (h) Not permit 3.9 that it will furnish to the Assignee, on demand, true copies of all Assigned Leases hereafter executed and true copies of each document effecting the renewal, amendment or modification of any Assigned Lease; 3.10 that Assignor has good and marketable title to the Premises and has full power and lawful authority to encumber it with the lien created by this instrument, which lien is subject only to liens permitted under Section 6.02 of the Leases to become subordinate to Loan Agreement (the "Permitted Encumbrances"). Assignor will defend the title thereto in any lien other than action affecting the lien rights of the Mortgage; Assignee hereunder and pay all costs of any such action (including, but not limited to, attorneys' fees), whether or not such action (i) Except progresses to judgment, or (ii) is brought by or against the Assignee; 3.11 that Assignor will pay or cause to be paid (before they become delinquent) all taxes except for any taxes, assessments, governmental changes or levies which Assignor is contesting in good faith through appropriate proceedings and for which adequate reserves have been established. The term "taxes" as otherwise provided used in the Loan Agreementparagraph shall be deemed to include all assessments, not alterimpositions and other governmental charges, modifyordinary or extraordinary, changeforeseen or unforeseen, releasewhich may be levied, waiveassessed or otherwise become a lien upon or charge against the Premises, cancelor the interest created therein by this instrument; 3.12 that Assignor will also pay (before they become delinquent) all assessments, nor terminate water, sewer and other utility charges and all other charges and encumbrances which are or may be a lien upon the terms of Premises except for any guarantee of any of Tenant’s obligations under any of the Leases taxes, assessments, governmental changes or levies which Assignor is contesting in whole or in part without the prior written consent of Lender; andgood faith through appropriate proceedings and for which adequate reserves have been established; (j) Not take any action which 3.13 that Assignor will cause commit or permit no waste on the estate Premises and will keep all Improvements now or hereafter erected on the Premises in a sound condition and in a first-class state of any Tenants under the Leases to merge with Assignor’s interest in the Real Property.decoration and repair;

Covenants of Assignor. The Assignor hereby covenants and agrees that Assignor shall: agrees: (a) Fulfill, perform that the Leases shall remain in full force and observe in all material respects all effect irrespective of any merger of the obligations interest of landlord under the Leases; lessor and lessee thereunder; and that it will not transfer or convey the title to the Mortgaged Property or any portion thereof to any of the lessees without requiring such lessees, in writing, to assume and agree to pay the debt secured hereby in accordance with the terms, covenants and conditions of the Note, the Mortgage and the other Loan Documents; provided, however, that the foregoing shall not be construed as authorization to any transfer by Assignor of any interest in the Mortgaged Property and any such transfer shall be subject to the provisions of the Mortgage relating thereto; (b) Give prompt that if the Leases provide for the abatement of rent during repair of the demised premises by reason of fire or other casualty, the Assignor shall furnish rental insurance to the Assignee, the policies to be in an amount and form and written notice by such insurance com­panies as shall be satisfactory to Lender of any default the Assignee; (c) not to terminate, modify or claim of default by Assignor amend the Leases or by any Tenant under any of the Leasesterms thereof, or grant any conces­sions in connection therewith, either orally or in writing, or to accept the surrender thereof without the written consent of which Assignor has notice, along with a complete copy of the Assignee and that any written notice of such default or claim of default; (c) Enforce, short of attempt at termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreementmodification, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any amendment of the Leases without the prior such written consent shall be absolutely null and void; (d) not to collect any of Lender; (e) Not collect or accept Rent the Rents for more than one (1) month in advance of the time when the same become due under the terms thereof; (e) not to discount any such Rent becomes due; future accruing Rents; (f) Except as otherwise provided in the Loan Agreement, not to execute any future other assignments of the Leases (or any amendments, modifications, extensions interest therein or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Rents; (g) to perform all of Assignor's covenants and agreements as lessor under the Leases and not to suffer or permit to occur any release of liability of the lessees or any rights to the lessees to withhold payment of rent; and to give prompt notice to the Assignee of any notice of default on the part of Assignor with respect to the Leases received from the lessees thereunder; and to furnish Assignee with complete copies of said notices; (h) if so requested by the Assignee, to enforce the Leases and all remedies available to the Assignor against the lessees in case of default under the Leases by the lessees; (i) that none of the rights or remedies of the Assignee under the Mortgage shall be delayed or in any way prejudiced by this Assignment; (j) that notwithstanding any variation of the terms of the Mortgage or any extension of time for payment thereunder or any release of part or parts of the Mortgaged Property from the lien and encumbrance thereof, the Leases, nor the Rents and benefits hereby assigned shall continue as additional security in accordance with the terms thereof; (k) not to alter, modify, amend or change the terms of any guaranties of any of the Leases or cancel or terminate such guaranties without the written consent of the Assignee; (l) not to request, consent to, agree to or accept a subordination of the Leases to any mortgage, deed of trust, security deed or other encumbrance now or hereaf­ter affecting the Mortgaged Property, except to the subletting thereunder Assignee; (m) not to exercise any right of election, whether specifically set forth in any of the Leases or otherwise, which would in any way diminish the tenant's liability or have the effect of shortening the stated term of the respective Leases; and (n) not to sell, transfer, assign or remove any personal property owned by Assignor and encumbered by the Mortgage now or hereafter located on the Mortgaged Property, unless such action results in substitution or replacement with similar items owned by Assignor and not otherwise encumbered, of equal value, without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms of any guarantee of any of Tenant’s obligations under any of the Leases in whole or in part without the prior written consent of Lender; and (j) Not take any action which will cause or permit the estate of any Tenants under the Leases to merge with Assignor’s interest in the Real PropertyAssignee.

Covenants of Assignor. Assignor hereby Assignor, for itself and for its successors and assigns, covenants and agrees that Assignor shallwarrants as follows: (a) Fulfill, perform and observe in all material respects all that each of the obligations Leases now or hereafter in effect is and shall be a valid and existing lease or sublease and that there are, to the extent ascertainable by Assignor, no defaults on the part of landlord under any of the Leasesparties thereto; (b) Give prompt written notice to Lender of any default that Assignor has not sold, assigned, transferred, mortgaged or claim of default by Assignor or by any Tenant under pledged any of the Leasesrents, of which Assignor has noticeissues or profits from the Property or any part thereof, along with a complete copy of whether now or hereafter to become due, to any written notice of such default person, firm or claim of defaultcorporation other than Assignee; (c) Enforcethat no rents, short of terminationissues, the performance in all material respects deposits or profits of the Leases by Property, or any part thereof, becoming due subsequent to the Tenantsdate hereof have been collected nor has payment of any of the sums been anticipated, waived, released, discounted or otherwise discharged or compromised; (d) Except as that Assignor will not assign, pledge or otherwise provided encumber any of the Leases or any of the rents thereunder unless the prior written consent of Assignee shall have been obtained thereto and unless the instrument creating such assignment, pledge or encumbrance shall expressly state that the same is subject to this Assignment; (e) that Assignor will not, without in each case having obtained the Loan Agreementprior written consent of Assignee, which shall not alterbe unreasonably withheld, enter into any new lease agreement, with respect to a 5,000 square foot or greater portion of the Property or with respect to a portion of the Property which is less than 5,000 square feet, unless the rent payable under such lease agreement represents the fair market value for the lease of a space of similar size and character to the space rented under such lease agreement, or amend, modify, amend, terminate or cancel accept any surrender of any Lease; (f) that Assignor will not waive or give any consent with respect to any default or variation in the Leases, nor accept a surrender performance of any of the Leasesterms, nor waive covenants and conditions on the part of any term lessee, sublessee, tenant or condition of other occupant to be performed under any of the Leases without the prior written consent of LenderAssignee, but will at all times take proper steps to enforce all of the provisions and conditions thereof; (eg) Not that Assignor will not collect or accept Rent more than one (1) month receive, without in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without each case having obtained the prior written consent of Lender; (g) Not execute Assignee thereto, from any further assignment such lessee, sublessee, tenant or other occupant, any installment of rent in advance of the landlord’s interest under any of respective dates prescribed in the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of lawLeases, except for Permitted Advance Rental Payments; (h) Not permit any that Assignor will perform and observe, or cause to be performed and observed, all of the Leases terms, covenants and conditions on its part to become subordinate be performed and observed with respect to any lien other than the lien each of the MortgageLeases; (i) Except as otherwise provided in that Assignor will notify Assignee promptly when any Lease is hereafter executed, extended, renewed, amended or modified and that it will furnish to Assignee, on demand, true copies of all Leases hereafter executed and true copies of each agreement or letter effecting the Loan Agreementrenewal, amendment or modification of any Assigned Lease; (j) any Leases hereafter executed shall provide that within thirty (30) days after written request from Assignee (i) the lessee shall agree to furnish to Assignee a financial statement on a form reasonably satisfactory to Assignee and such other documentation which would reflect the status of the Lease and/or the financial condition of such lessee and (ii) Assignor and such lessee shall agree to amend the Lease to make reasonable changes required by Assignee provided, however, such changes do not alter, modify, change, release, waive, cancel, nor terminate materially alter the terms of any guarantee of any of Tenant’s obligations under any and conditions of the Leases in whole or in part without the prior written consent of LenderLease; and (jk) Not take not to enter into any action new lease agreement with any operating dry cleaner or gasoline service station or any similar type or types of establishment without first obtaining the written consent of Assignee, which will cause may be withheld by Assignee, in its sole and absolute discretion. Assignor acknowledges and agrees that the approval (directly or permit the estate indirectly) of any Tenants under the Leases Lease by Assignee shall not be construed in any manner to merge with Assignor’s interest create any liability or responsibility as to Assignee in the Real Propertyevent that such Lease or the tenant thereunder should default. The review of any Lease by Assignee shall be solely for Assignee's own purposes, shall not constitute any representation by Assignee as to the subject Lease or as to the tenant thereunder and may not and shall not be relied upon by Assignor in any manner. Assignee shall independently review and approve any Lease and the tenant thereunder prior to execution thereof by Assignor.

Covenants of Assignor. The Assignor hereby covenants and agrees that so long as any of the indebtedness evidenced by the Note shall be outstanding and unsatisfied and until Xxxxxx’s commitment to make advances available to Assignor shallhas terminated: (a) FulfillThe Assignor shall keep the Collateral: (i) free and clear of any lien, perform security interest or encumbrance, except for the liens and observe in security interests created by this Assignment; and (ii) free from all material respects all of the obligations of landlord under the Leasestax liens; (b) Give prompt written notice The Assignor shall maintain and keep accurate records, books and accounts with respect to Lender the Collateral and any money, accounts receivable, and other proceeds of any default sale or claim of default by Assignor or by any Tenant under any of other disposition, and give to the LeasesLender upon request, of which Assignor has noticea full and complete accounting with respect to the Collateral and the money, along with a complete copy of any written notice of such default or claim of defaultaccounts receivable, proceeds and business; (c) EnforceThe Assignor shall permit the Lender, short of terminationthrough any representatives it may designate, the performance in at all material respects reasonable times upon reasonable advance notice to enter any premises of the Leases by Assignor in which either the TenantsCollateral or any of the records, books and accounts may be situated, or any premises where the Lender has reasonable cause to believe the items may be situated, for the purpose of examining and inspecting the Collateral; (d) Except as otherwise provided The Assignor shall join with the Lender in preparing and filing at the Loan Agreementappropriate offices one or more financing statements with regard to the Collateral complying with the UCC, not alter, modify, amend, terminate or cancel any of in form satisfactory to the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; (e) Not collect The Assignor shall maintain, or accept Rent more than one (1) month cause to be maintained, insurance policies on the Project in advance of accordance with the time any such Rent becomes duerequirements set forth in the Loan Agreement and set forth in the Redevelopment Agreement; (f) Except The Assignor shall do any additional acts as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent Lender may reasonably require for the purpose of more completely assuring to the assignment of Tenant’s interest under any of the Leases, nor consent Lender its rights to the subletting thereunder without the prior written consent of LenderCollateral; (g) Not execute At any further assignment time the Assignor receives a written notice of default under the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; (i) Except as otherwise provided in the Loan Redevelopment Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms Assignor shall promptly provide a copy of any guarantee such notice of any of Tenant’s obligations under any of default to the Leases in whole or in part without the prior written consent of Lender; and (jh) Not take any action which will cause or permit the estate of any Tenants The Assignor shall fully comply with its obligations under the Leases to merge with Assignor’s interest Redevelopment Agreement and shall not waive, excuse, condone or in any matter release or discharge the Real PropertyCity or the Authority of their respective obligations under the Redevelopment Agreement or under the Tax Increment Note.

Covenants of Assignor. Assignor hereby covenants and agrees that Assignor shall: (a) Fulfill, perform Assignor shall give notice to Assignee promptly upon receipt of any demand on Assignor for payment or performance of any Assumed Obligation (and observe in all material respects all shall deliver to Assignee a copy of any such written demand); provided that no failure to give any such notice shall alter or affect the obligations of landlord under the Leases;Assignee hereunder. (b) Give prompt written notice to Lender of any default or claim of default by Assignor or by any Tenant under any of In the Leases, of which Assignor has notice, along with a complete copy of any written notice of such default or claim of default; (c) Enforce, short of termination, the performance in all material respects of the Leases by the Tenants; (d) Except as otherwise provided in the Loan Agreement, not alter, modify, amend, terminate or cancel any of the Leases, nor accept a surrender of any of the Leases, nor waive any term or condition of any of the Leases without the prior written consent of Lender; (e) Not collect or accept Rent more than one (1) month in advance of the time any such Rent becomes due; (f) Except as otherwise provided in the Loan Agreement, not execute any future Leases (or any amendments, modifications, extensions or renewals thereof), nor consent to the assignment of Tenant’s interest under any of the Leases, nor consent to the subletting thereunder without the prior written consent of Lender; (g) Not execute any further assignment of the landlord’s interest under any of the Leases or of the Rents or any interest therein or suffer or permit such to occur by operation of law; (h) Not permit any of the Leases to become subordinate to any lien other than the lien of the Mortgage; event that (i) Except as otherwise provided in the Loan Agreement, not alter, modify, change, release, waive, cancel, nor terminate the terms any Counterparty shall have delivered to Assignor a demand for payment or performance by Assignor of any guarantee of any of Tenant’s obligations under any Assumed Obligation (a "Demand"), and (ii) Assignee shall have notified Assignor that Assignee and/or Company is disputing the amount or existence of the Leases obligation as to which Demand has been made, then so long as Assignee and Company are diligently and in good faith disputing such obligation, Assignor shall refrain from paying or otherwise performing the alleged obligation, provided that (w) if Assignor, in its sole discretion, so requests, Assignee, at its expense, shall make arrangements satisfactory to Assignor with the Counterparty and a third party acceptable to Assignor, to hold in escrow pending resolution of the dispute any amount tendered by Assignor pursuant to such Demand; and (x) Assignee shall indemnify, defend and hold harmless Assignor and its directors, officers, employees, Affiliates, agents and assigns in accordance with Article X of the Purchase Agreement from and against Indemnifiable Losses resulting from or arising out of Assignor's compliance with this Section 7(b); provided further that, notwithstanding the foregoing, Assignor may at any time elect to pay the applicable Assumed Obligation while Company or Assignee is disputing an obligation, in which event Assignee shall have no obligation under Section 3(a) or (b) or Section 8 hereof with respect to such payment unless and until (A) Assignee and/or Company ceases to diligently and in good faith dispute the obligation or (B) the disputed obligation is determined to be, in whole or in part without the prior written consent of Lender; and part, a valid obligation. Assignee shall promptly (jand in all events within two Business Days) Not take any action which will cause or permit the estate of any Tenants under the Leases pay to merge with Assignor’s interest , in the Real Propertycase of clause (A), the aggregate amount paid by Assignor, and in the case of clause (B), the aggregate amount paid by Assignor and determined to have been a valid obligation, together in each case with interest as provided in Section 3 hereof from the date of Assignor's payment.