Common use of Warranties of Borrower Clause in Contracts

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as follows: (a) Borrower is the sole holder of the landlord’s interest under the Leases, is entitled to receive the rents, issues and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment of any of the rights of Borrower under any of the Leases or with respect to any of said rents, issues or profits; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by Borrower in a segregated account and have been received and applied for the uses and purposes designated in the Leases.

Warranties of Borrower. To the extent that there are LeasesBorrower, Borrower for itself and its successors and assigns, does hereby warrants represent, warrant and represents as followscovenant to and with Lender, its successors and assigns, that: (a) Borrower is the sole holder of the landlord’s interest under the LeasesThe representations, is entitled to receive the rents, issues warranties and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferredcovenants contained in this Instrument survive for as long as any Indebtedness remains outstanding; (b) Borrower has made no assignment other than this Assignment of any None of the rights items shown in the Schedule of Borrower under any Title Exceptions will materially or adversely affect (i) the ability of the Leases Borrower to pay the Loan in full, (ii) the use for which all or with respect to any part of said rentsthe Mortgaged Property is being used at the time this Instrument was executed, issues except as set forth in Section 11 of this Instrument, (iii) the operation of the Mortgaged Property or profits(iv) the value of the Mortgaged Property; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender fromis not an “investment company”, or limit Lender ina company Controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, acting under any of the provisions of this Assignmentas amended; (d) All Leases provide for rental to be paid monthly, Borrower is not an “employee benefit plan,” as defined in advance, and Borrower has not accepted payment of rental under any Section 3(3) of the Leases for Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA and the assets of Borrower do not constitute “plan assets” of one or more than one (1) month in advance such plans within the meaning of the due date thereof29 C.F.R. Section 2510.3-101; (e) So far as is known Borrower will give prompt written Notice to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms Lender of any litigation or governmental proceedings pending or, to the best of the Leases;Borrower’s knowledge, threatened (in writing) against Borrower which might have a Material Adverse Effect as defined below. (f) Neither There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the execution and delivery best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a material adverse effect on (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition (financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the lien of any Loan Document, or (iv) the ability of Borrower to perform any obligations under any Loan Document (collectively, a “Material Adverse Effect”). (g) With regard to ERISA: (i) Borrower shall not engage in any transaction which would cause an obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Assignment Instrument or any of the Leasesother Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. (ii) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Instrument, the performance as requested by Lender in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in Section 3(e) of each and every covenant ERISA, which is subject to Title I of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withERISA, or constitutes a breach or default under any agreement, indenture or other instrument to which “governmental plan” within the meaning of Section 3(3) of ERISA; (B) Borrower is a partynot subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (1) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any law, ordinance, administrative regulation or court decree which is applicable to Borrowersuccessor provision; (g2) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere Less than twenty-five percent (25%) of each outstanding class of equity interests in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by “benefit plan investors” within the meaning of 29 C.F.R. 2510.3-101(f)(2), as amended from time to time or any successor provision; or (3) Borrower in qualifies as an “operating company” or a segregated account and have been received and applied for “real estate operating company” within the uses and purposes designated in meaning of 29 C.F.R. Section 2510.3-101(c), as amended from time to time or any successor provision, or within the Leasesmeaning of 29 C.F.R. Section 2510.3-101(e) as an investment company registered under the Investment Company Act of 1940. (iii) BORROWER SHALL INDEMNIFY LENDER AND DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN LENDER’S SOLE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF DEFAULT UNDER THIS SECTION 48. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE OF THIS INSTRUMENT.

Warranties of Borrower. To the extent that there are LeasesBorrower, Borrower for itself and its successors and assigns, does hereby warrants represent, warrant and represents as followscovenant to and with Lender, its successors and assigns, that: (a) Borrower is the sole holder of the landlord’s interest under the LeasesThe representations, is entitled to receive the rents, issues warranties and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferredcovenants contained in this Instrument survive for as long as any Indebtedness remains outstanding; (b) Borrower has made no assignment other than this Assignment of any None of the rights items shown in the Schedule of Borrower under any Title Exceptions will materially or adversely affect (i) the ability of the Leases Borrower to pay the Loan in full, (ii) the use for which all or with respect to any part of said rentsthe Mortgaged Property is being used at the time this Instrument was executed, issues except as set forth in Section 11 of this Instrument, (iii) the operation of the Mortgaged Property or profits(iv) the value of the Mortgaged Property; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender fromis not an “investment company”, or limit Lender ina company Controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, acting under any of the provisions of this Assignmentas amended; (d) All Leases provide for rental to be paid monthly, Xxxxxxxx is not an “employee benefit plan,” as defined in advance, and Borrower has not accepted payment of rental under any Section 3(3) of the Leases for Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA and the assets of Borrower do not constitute “plan assets” of one or more than one (1) month in advance such plans within the meaning of the due date thereof29 C.F.R. Section 2510.3-101; (e) So far as is known Borrower will give prompt written Notice to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms Lender of any litigation or governmental proceedings pending or, to the best of the Leases;Borrower’s knowledge, threatened (in writing) against Borrower which might have a Material Adverse Effect as defined below. (f) Neither There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the execution and delivery best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a material adverse effect on (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition (financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the lien of any Loan Document, or (iv) the ability of Borrower to perform any obligations under any Loan Document (collectively, a “Material Adverse Effect”). (g) With regard to ERISA: (i) Borrower shall not engage in any transaction which would cause an obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Assignment Instrument or any of the Leasesother Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. (ii) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Instrument, the performance as requested by Lender in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in Section 3(e) of each and every covenant ERISA, which is subject to Title I of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withERISA, or constitutes a breach or default under any agreement, indenture or other instrument to which “governmental plan” within the meaning of Section 3(3) of ERISA; (B) Borrower is a partynot subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (1) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any law, ordinance, administrative regulation or court decree which is applicable to Borrowersuccessor provision; (g2) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere Less than twenty-five percent (25%) of each outstanding class of equity interests in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by “benefit plan investors” within the meaning of 29 C.F.R. 2510.3-101(f)(2), as amended from time to time or any successor provision; or (3) Borrower in qualifies as an “operating company” or a segregated account and have been received and applied for “real estate operating company” within the uses and purposes designated in meaning of 29 C.F.R. Section 2510.3-101(c), as amended from time to time or any successor provision, or within the Leasesmeaning of 29 C.F.R. Section 2510.3-101(e) as an investment company registered under the Investment Company Act of 1940. (iii) BORROWER SHALL INDEMNIFY LENDER AND DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN XXXXXX’S SOLE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF DEFAULT UNDER THIS SECTION 48. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE OF THIS INSTRUMENT.

Warranties of Borrower. To the extent that there are LeasesBorrower, Borrower for itself and its successors and assigns, does hereby warrants represent, warrant and represents as followscovenant to and with Lender, its successors and assigns, that: (a) Borrower is the sole holder of the landlord’s interest under the LeasesThe representations, is entitled to receive the rents, issues warranties and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferredcovenants contained in this Instrument survive for as long as any Indebtedness remains outstanding; (b) Borrower has made no assignment other than this Assignment of any None of the rights items shown in the Schedule of Borrower under any Title Exceptions will materially or adversely affect (i) the ability of the Leases Borrower to pay the Loan in full, (ii) the use for which all or with respect to any part of said rentsthe Mortgaged Property is being used at the time this Instrument was executed, issues except as set forth in Section 11 of this Instrument, (iii) the operation of the Mortgaged Property or profits(iv) the value of the Mortgaged Property; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender fromis not an “investment company”, or limit Lender ina company Controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, acting under any of the provisions of this Assignmentas amended; (d) All Leases provide for rental to be paid monthly, Xxxxxxxx is not an “employee benefit plan,” as defined in advance, and Borrower has not accepted payment of rental under any Section 3(3) of the Leases for Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA and the assets of Borrower do not constitute “plan assets” of one or more than one (1) month in advance such plans within the meaning of the due date thereof29 C.F.R. Section 2510.3-101; (e) So far as is known Borrower will give prompt written Notice to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms Lender of any litigation or governmental proceedings pending or, to the best of the Leases;Borrower’s knowledge, threatened (in writing) against Borrower which might have a Material Adverse Effect as defined below. (f) Neither There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the execution and delivery best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a material adverse effect on (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition (financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the lien of any Loan Document, or (iv) the ability of Borrower to perform any obligations under any Loan Document (collectively, a “Material Adverse Effect”). (g) With regard to ERISA: (i) Borrower shall not engage in any transaction which would cause an obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Assignment Instrument or any of the Leasesother Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. (ii) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Instrument, the performance as requested by Xxxxxx in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in Section 3(e) of each and every covenant ERISA, which is subject to Title I of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withERISA, or constitutes a breach or default under any agreement, indenture or other instrument to which “governmental plan” within the meaning of Section 3(3) of ERISA; (B) Borrower is a partynot subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (1) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any law, ordinance, administrative regulation or court decree which is applicable to Borrowersuccessor provision; (g2) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere Less than twenty-five percent (25%) of each outstanding class of equity interests in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by “benefit plan investors” within the meaning of 29 C.F.R. 2510.3-101(f)(2), as amended from time to time or any successor provision; or (3) Borrower in qualifies as an “operating company” or a segregated account and have been received and applied for “real estate operating company” within the uses and purposes designated in meaning of 29 C.F.R. Section 2510.3-101(c), as amended from time to time or any successor provision, or within the Leasesmeaning of 29 C.F.R. Section 2510.3-101(e) as an investment company registered under the Investment Company Act of 1940. (iii) BORROWER SHALL INDEMNIFY LENDER AND DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN XXXXXX’S SOLE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF DEFAULT UNDER THIS SECTION 48. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE OF THIS INSTRUMENT.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as to those Leases executed prior to the date hereof, as follows: (a) Borrower is the sole holder of the landlord’s 's interest under the Leases, is entitled to receive the income, rents, issues issues, revenues, and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment of any of the rights of Borrower under any of the Leases or with respect to any of said income, rents, issues issues, revenues, or profits; (c) Borrower has neither done any act nor omitted failed to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases Leases, exclusive of any Guest Occupancy Agreements, provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to To Borrower’s knowledge, exclusive of any Guest Occupancy Agreements, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment or any; (g) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (gh) No action has been brought or, so far as is known to Borrower’s knowledge, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases;; and (hi) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by Borrower in a segregated account and have been received and applied for the uses and purposes designated in the Leases.

Warranties of Borrower. To the extent that there are LeasesBorrower, Borrower for itself and its successors and assigns, does hereby warrants represent, warrant and represents as followscovenant to and with Lender, its successors and assigns, that: (a) Borrower is the sole holder of the landlord’s interest under the LeasesThe representations, is entitled to receive the rents, issues warranties and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferredcovenants contained in this Instrument survive for as long as any Indebtedness remains outstanding; (b) Borrower has made no assignment other than this Assignment of any None of the rights items shown in the Schedule of Borrower under any Title Exceptions will materially or adversely affect (i) the ability of the Leases Borrower to pay the Loan in full, (ii) the use for which all or with respect to any part of said rentsthe Mortgaged Property is being used at the time this Instrument was executed, issues except as set forth in Section 11 of this Instrument, (iii) the operation of the Mortgaged Property or profits(iv) the value of the Mortgaged Property; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender fromis not an “investment company”, or limit Lender ina company Controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, acting under any of the provisions of this Assignmentas amended; (d) All Leases provide for rental to be paid monthly, Bxxxxxxx is not an “employee benefit plan,” as defined in advance, and Borrower has not accepted payment of rental under any Section 3(3) of the Leases for Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA and the assets of Borrower do not constitute “plan assets” of one or more than one (1) month in advance such plans within the meaning of the due date thereof29 C.F.R. Section 2510.3-101; (e) So far as is known Borrower will give prompt written Notice to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms Lender of any litigation or governmental proceedings pending or, to the best of the Leases;Borrower’s knowledge, threatened (in writing) against Borrower which might have a Material Adverse Effect as defined below. (f) Neither There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the execution and delivery best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a material adverse effect on (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition (financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the lien of any Loan Document, or (iv) the ability of Borrower to perform any obligations under any Loan Document (collectively, a “Material Adverse Effect”). (g) With regard to ERISA: (i) Borrower shall not engage in any transaction which would cause an obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Assignment Instrument or any of the Leasesother Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. (ii) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Instrument, the performance as requested by Lender in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in Section 3(e) of each and every covenant ERISA, which is subject to Title I of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withERISA, or constitutes a breach or default under any agreement, indenture or other instrument to which “governmental plan” within the meaning of Section 3(3) of ERISA; (B) Borrower is a partynot subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (1) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any law, ordinance, administrative regulation or court decree which is applicable to Borrowersuccessor provision; (g2) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere Less than twenty-five percent (25%) of each outstanding class of equity interests in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by “benefit plan investors” within the meaning of 29 C.F.R. 2510.3-101(f)(2), as amended from time to time or any successor provision; or (3) Borrower in qualifies as an “operating company” or a segregated account and have been received and applied for “real estate operating company” within the uses and purposes designated in meaning of 29 C.F.R. Section 2510.3-101(c), as amended from time to time or any successor provision, or within the Leasesmeaning of 29 C.F.R. Section 2510.3-101(e) as an investment company registered under the Investment Company Act of 1940. (iii) BORROWER SHALL INDEMNIFY LENDER AND DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN LXXXXX’S SOLE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF DEFAULT UNDER THIS SECTION 48. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE OF THIS INSTRUMENT.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as follows: (a) Borrower is Borrxxxx xx the sole holder of the landlord’s 's interest under the Leases, is entitled to receive the rents, issues and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred; (b) Borrower has Borrxxxx xxx made no assignment other than this Assignment (and any prior assignment being discharged concurrently with the execution and delivery of this Assignment) of any of the rights of Borrower under any of the Leases or with respect to any of said rents, issues or profits; (c) Borrower has Borrxxxx xxx neither done any act nor omitted to do any act with respect to any of the Leases which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has Borrxxxx xxx not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to To the best of Borrower's knowledge, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable applicable, to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s 's obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) which have been paid under the Leases as of the date of this Assignment are being held by Borrower in a segregated account and or have been received and applied for the uses and purposes designated in the Leases.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby represents and warrants to Lender that the Collateral is now and represents will be kept free and clear of any and all liens, security interests and encumbrances whatsoever, other than the security interest hereunder; that Borrower has and will have the right to convey the Collateral as follows: (a) security for the Obligations; that Borrower will accurately and timely prepare and file any and all .payroll, income, sales, franchise and any other applicable tax returns and pay or remit any taxes due therewith; that Borrower will promptly pay or discharge all taxes assessed against the Collateral and all liens which may attach thereto; that any and all information set forth in arty writing heretofore or hereafter delivered to Lender by Borrower pertaining to the Collateral or Obligations is and will be true and correct as of the date thereof; that Borrower is solvent; if a registered organization (as defined in the sole holder Code) that Borrower is duly formed or organized as the type of organization set forth above and is validly existing under the laws of the landlord’s interest under the LeasesState of its formation or incorporation as set forth above, is entitled to receive duly qualified and in good standing in every other state in which it is doing business as a registered organization and Its exact name and organization number are as set forth above; that the rentsexecution, issues delivery and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, performance hereof are within Borrower’s corporate or company powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment have been duly authorized, are not in contravention of any of the rights of Borrower under any of the Leases law or with respect to any of said rents, issues or profits; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment Borrower’s charter, bylaws or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withother incorporation or formation documents, or constitutes a breach of any indenture, agreement or default under any agreement, indenture or other instrument undertaking to which Borrower is a partyparty or by which it is bound; that without .prior written notice to Lender, Borrower will not obtain any loans, advances or other financial accommodations or arrangements from any party other than Lender and will not encumber any of its assets; that without prior written consent of Lender, Borrower will not change its name, reorganize, merge or consolidate, change its jurisdiction of incorporation or formation, or issue or sell or redeem any lawof its common stock or other ownership interests, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with permit the right transfer by the present shareholders of Borrower to execute this Assignment any other person or entity any or all of the common stock or other ownership interests of Borrower outstanding or in treasury as of the date hereof; that in the event of any transfer by operation of law, Borrower shall immediately notify Lender; that there is no order, notice, claim, litigation, proceedings or investigation pending or threatened against or affecting Borrower whether or not covered by insurance, that would materially and perform adversely affect Borrower’s operations, financial condition, property or business; that Borrower xxxx not sell, transfer, lease or otherwise dispose of all or (except in the ordinary course of business) any material part of its assets; that no account arises out of a contract with, or order from, an account debtor that, by its terms, forbids assignment or makes the assignment of that account to Lender void or unenforceable; that the representations and warranties made hereunder by Borrower are true on the date hereof and will be true on the date of each loan advance by Lender hereunder; that Borrowers address as shown above is the location of Borrower’s obligations contained in this Assignment principal place of business, that such place of business is Borrower’s only place of business, and in that Borrower has not maintained any other place of business or principal place of business or corporate or trade name during the Leases; five (h5) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to years immediately preceding the terms date of the Leases) are held by Borrower execution of this Agreement, unless having notified Lender in a segregated account writing of all such previous addresses and have been received and applied for the uses and purposes designated in the Leasesnames.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as to any Leases executed prior to the date hereof, as follows: (a) Borrower is the sole holder of the landlord’s interest under the Leases, is entitled to receive the income, rents, issues issues, revenues, and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender Administrative Agent the rights, interests, powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment of any of the rights of Borrower under any of the Leases or with respect to any of said income, rents, issues issues, revenues, or profits; (c) To Borrower’s actual knowledge, Borrower has neither done any act nor omitted failed to do any act which might prevent Lender Administrative Agent from, or limit Lender Administrative Agent in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to To Borrower’s actual knowledge, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower’s actual knowledge, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases;; and (h) The Leases Such Leases, if any, are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by Borrower in a segregated account and have been received and applied for the uses and purposes designated in the Leases.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby represents and warrants to Lender that the Collateral is now and represents will be kept free and clear of any and all liens, security interests and encumbrances whatsoever, other than the security interest hereunder; that Borrower has and will have the right to convey the Collateral as follows: (a) security for the Obligations; that Borrower will accurately and timely prepare and file any and all payroll, income, sales, franchise and any other applicable tax returns and pay or remit any taxes due therewith; that Borrower will promptly pay or discharge all taxes assessed against the Collateral and all liens which may attach thereto; that any and all information set forth in any writing heretofore or hereafter delivered to Lender by Borrower pertaining to the Collateral or Obligations is and will be true and correct as of the date thereof; that Borrower is solvent; if a registered organization (as defined in the sole holder Code) that Borrower is duly formed or organized as the type of organization set forth above and is validly existing under the laws of the landlord’s interest under the LeasesState of its formation or incorporation as set forth above, is entitled to receive duly qualified and in good standing in every other state in which it is doing business as a registered organization and its exact name and organization number are as set forth above; that the rentsexecution, issues delivery and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, performance hereof are within Borrower’s corporate or company powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment have been duly authorized, are not in contravention of any of the rights of Borrower under any of the Leases law or with respect to any of said rents, issues or profits; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment Borrower’s charter, bylaws or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withother incorporation or formation documents, or constitutes a breach of any indenture, agreement or default under any agreement, indenture or other instrument undertaking to which Borrower is a partyparty or by which it is bound; that without prior written notice to Lender, Borrower will not obtain any loans, advances or other financial accommodations or arrangements from any party other than Lender and will not encumber any of its assets; that without prior written consent of Lender, Borrower will not change its name, reorganize, merge or consolidate, change its jurisdiction of incorporation or formation; that there is no order, notice, claim, litigation, proceedings or investigation pending or threatened against or affecting Borrower whether or not covered by insurance, that would materially and adversely affect Borrower’s operations, financial condition, property or business; that Borrower will not sell, transfer, lease or otherwise dispose of all or (except in the ordinary course of business) any material part of its assets; that no account arises out of a contract with, or any laworder from, ordinancean account debtor that, administrative regulation by its terms, forbids assignment or court decree which makes the assignment of that account to Lender void or unenforceable; that the representations and warranties made hereunder by Borrower are true on the date hereof and will be true on the date of each loan advance by Lender hereunder; that Borrower’s address as shown above is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all location of Borrower’s obligations contained in this Assignment principal place of business, that such place of business is Borrower’s only place of business, and in that Borrower has not maintained any other place of business or principal place of business or corporate or trade name during the Leases; five (h5) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to years immediately preceding the terms date of the Leases) are held by Borrower execution of this Agreement, unless having notified Lender in a segregated account writing of all such previous addresses and have been received and applied for the uses and purposes designated in the Leasesnames.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as follows: (a) Borrower is the sole holder of the landlord’s 's interest under the Leases, is entitled to receive the rents, issues and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment of any of the rights of Borrower under any of the Leases or with respect to any of said rents, issues or profits; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there There exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by Borrower in a segregated account and have been received and applied for the uses and purposes designated in the Leases.

Warranties of Borrower. To Borrower hereby represents, warrants, and covenants to and with Lender that the extent Collateral is and will be free and clear of any and all liens, security interests and encumbrances; that there Borrower has and will have the right to convey the Collateral as security for the Liabilities, free and clear of any and all liens, security interests and encumbrances; that Borrower will keep the Collateral free from any liens, encumbrances or security interests whatsoever, other than the security interest created hereunder; that Borrower will promptly pay or discharge all taxes assessed against the Collateral and all liens which may attach thereto; that any and all information set forth in any writing heretofore or hereafter delivered to Lender by Borrower pertaining to the Collateral or Liabilities is and will be true and correct as of the date thereof; that the Receivables will be, at the time of their creation, bona fide and existing obligations of Borrower's customers arising out of the sale of goods and/or rendition of services by Borrower and are Leasesowned by and owed to Borrower without defense, offset, or counterclaim; that Borrower is solvent; that with regard to each Receivable as it arises, Borrower hereby warrants will have made delivery of the goods or will have rendered the services ordered, the customer will have accepted the goods and/or services, and represents no customer dispute will exist in any respect, including without limitation, disputes as follows: to price, terms, warranties, quality or quantity; that each Receivable shall also be free of any claims of setoff, release from liability or defense based upon any act of God or a public enemy or war or because of the requirements of law or of rules, orders or regulations having the force of law; that Borrower will have preserved and will continue to preserve any liens and any rights to liens available by virtue of sales; that Borrower's inventory is not subject to any security Interest, lien or encumbrance (a) except as may have been disclosed to Lender in writing); If a corporation, that Borrower is duly organized and existing under the sole holder laws of the landlord’s interest under the Leases, is entitled to receive the rents, issues and profits from the Leases and from the PremisesState of its incorporation, and has is duly qualified and in good right to sellstanding in every other State in which it is doing business as a corporation; that the execution, assign, transfer delivery and set over the same and to grant to and confer upon Lender the rights, interests, performance hereof are within Borrower's corporate powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment have been duly authorized, are not in contravention of any of the rights of Borrower under any of the Leases law or with respect to any of said rents, issues or profits; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment Borrower's charter, bylaws or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withother incorporation papers, or constitutes a breach of any indenture, agreement or default under any agreement, indenture or other instrument undertaking to which Borrower is a partyparty or by which it is bound; that without prior written notice to Lender, Borrower will not obtain any loans, advances or other financial accommodations or arrangements from any party other than Lender which would encumber any of its assets; that without prior written consent of Lender, Borrower will not reorganize, merge or consolidate, or issue or sell or redeem any lawof its common stock, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with permit the right transfer by the present shareholders of Borrower to execute this Assignment and perform any other person or entity of any or all of Borrower’s obligations contained the common stock of Borrower outstanding or in this Assignment and treasury as of the date hereof; that, in the Leases; event of any transfer of any of its stock or assets by operation of law, Borrower shall immediately notify Lender; that there is no pending order, notice, claim, litigation, proceeding or investigation against or affecting Borrower, whether or not covered by insurance, that would materially and adversely affect Borrower's operations, financial condition, property or business; that Borrower will not sell, transfer, lease or otherwise dispose of all or (hexcept in the ordinary course of business) The Leases any material part of its assets; that no account arises out of a contract with, or order from, an account debtor that, by its terms, forbids or makes the assignment of that account to Lender void or unenforceable; that the representations and warranties made hereunder by Borrower are validtrue on the date hereof and will be true on the date of each loan advance by Lender hereunder; that Borrower's address as shown above is the location of Borrower's principal place of business and chief executive office, enforceable that such place of business is Borrower's only place of business, and in full force and effect; and that Borrower has not maintained any other place of business or principal place of business or corporate or tradename during the four (i4) All security deposits and other deposits (whether refundable or non-refundable pursuant to years immediately preceding the terms date of the Leases) are held by execution of this Agreement, unless having notified Lender in writing of all previous addresses and names. Borrower in a segregated account and have been received and applied for maintains the uses and purposes designated in the Leasescorporate office at 510 Clearwater Loop, Suite 100, Xxxx Xxxxx, Xxxxx 00000 xxx xxxxxxxxx xxx xxxxxxxxxn/shipping facility at 570 West Clearwater Loop, Blxx. 0000, Xxxxx X, Xxxx Xxxxx, Xxxxx 00000.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as follows: (a) Borrower is the sole holder of the landlord’s interest under the Leases, is entitled to receive the rents, issues and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, powers and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment of any of the rights of Borrower under any of the Leases or with respect to any of said rents, issues or profits, except for an assignment to a lender which is being paid and cancelled from the proceeds of the Note; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there There exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor or the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, or is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the of Leases;; and (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by Borrower in a segregated account , and have not been received and applied for the uses and purposes designated modified or amended, except as expressly set forth in the Leasessaid Exhibit “B” attached hereto.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents as follows:: ---------------------- (a) Borrower is the sole holder of the landlord’s lessee's interest under the LeasesLease, is entitled (hereinafter referred to receive as the rents, issues and profits from the Leases and from the Premises"Leasehold Interests"), and has good the right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred; (b) Borrower has made There is no assignment other than having priority over this Assignment of any of the rights of Borrower under any of the Leases or with respect to any of said rents, issues or profitsLease; (c) Borrower Xxxxxxxx has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to Rental will be paid monthly, in advance, and Borrower has not accepted payment of rental under any accordance with the terms of the Leases for more than one (1) month in advance Lease and there shall be no deferrals of the due date thereofrent without Xxxxxx's permission; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which would, with or without the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant Lessor under the terms of any the Lease, or under the terms of the Leasessuperior leases and/or subleases, if any; (f) Neither the execution and delivery of this Assignment or any of the Leases, nor the performance of each and every covenant of Borrower under this Assignment and the LeasesAssignment, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s 's obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effectLease; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by Borrower in a segregated account and have been received and applied for the uses and purposes designated in the Leases.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby warrants and represents the ---------------------- following as followsof the date hereof: (a) Borrower (or the Management Company on Borrower's behalf) is the sole holder of the landlord’s 's or owner's interest under with respect to the Leases, is entitled to receive the rentsRents, issues Revenues and profits from the Leases and from the Premises, Security Deposits and has good right to sell, assign, transfer and set over the same Leases, Rents, Revenues and Security Deposits to grant Lender, subject to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferredterms of the Hotel Management Agreement as modified or affected by the terms of the ACHMA; (b) Borrower has made no assignment assignment, other than the single subordinate mortgage lien described in Section 17 of the Mortgage and this Assignment Assignment, of any of the Borrower's rights of Borrower under in any of the Leases Leases, Rents, Revenues and/or Security Deposits, subject to the terms of the Hotel Management Agreement, as modified or with respect to any affected by the terms of said rents, issues or profitsthe ACHMA; (c) There is no default by Borrower has neither done or, to Borrower's actual knowledge, any act nor omitted to do monetary default by any act which might prevent Lender from, or limit Lender in, acting Lessee under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthlyLeases, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which wouldwhich, with the passage passing of time or the giving of notice, or both, would constitute a default by Borrower, or event of to Borrower's knowledge, any monetary default on the part of Borrower or by any Tenant Lessee under the terms of any of the Leases; (fd) Neither All Rents due to date have been collected and except for that certain lease with Marriott Ownership Resorts, Inc. (the execution "MORI Lease") and delivery that certain Lease Agreement by and between Marriott Corporation, as landlord and Iron Investments Corp. and Hanover Park For Industry, a joint venture, as tenant, dated December 20, 1984 (the "Iron Investments Lease") (defined and described in the Mortgage) (i) all of this Assignment or the Leases provide for Rents to be paid monthly in advance, and (ii) no Rents have been collected more than one month in advance; (e) To Borrower's actual knowledge and except as disclosed to Lender in writing prior to the date hereof, no Lessee under any of the LeasesLeases has any defense, set off or counterclaim against Borrower, which have a material adverse effect on the Borrower, the performance of each Hotel or the Real Property; (f) There are no Leases in effect with respect to the Real Property except for (i) the MORI Lease, (ii) that certain Concession Agreement by and every covenant of Borrower under this Assignment between Marriott Hotel Services, Inc., and Flowers, Flowers and Things, Inc., dated January 1, 1994, and (iii) the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under any agreement, indenture or other instrument to which Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to BorrowerIron Investments Lease; (g) No action has A copy of each of the Leases and any amendments heretofore entered into have been brought ordelivered to Lender and constitute the entire agreement between the parties thereto, so far as is known including all agreements, undertakings, representations and warranties, either oral or written; a copy of each of the Leases and any amendments from time to Borrowertime hereafter entered into shall be delivered to Lender promptly after execution and such Leases and amendments will constitute the entire agreement between the parties thereto and will include all agreements, is threatenedundertakings, representations and warranties, either oral or written, related to the Leases; and Borrower hereby represents, warrants and covenants that no Lease will be subject to or qualified by any agreements, undertakings, representations or warranties, either oral or written, which would interfere in any way with the right of Borrower will not have been promptly submitted to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the LeasesLender; (h) The To Borrower's actual knowledge, each of the Leases are is valid, enforceable and in full force and effect, and enforceable in accordance with its terms, subject to customary exceptions for proceedings in bankruptcy and principles of equity; (i) Except for free or prepaid rent as provided under the terms of the MORI lease and as provided under the terms of the Iron Investments Lease, no rental concession in the form of any period of free rent or any other waiver, release, reduction, discount or other alteration of the Revenue due or to become due has been granted to any Lessee under the Leases for any period subsequent to the effective date of this Assignment; and (ij) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms None of the Leases) Leases and no Rents are held by Borrower in a segregated account and have been received and applied for the uses and purposes designated in the Leasescurrently subject to rent control, rent stabilization or any other form of governmentally-imposed rent regulation.

Warranties of Borrower. To the extent that there are LeasesBorrower, Borrower for itself and its successors and assigns, does hereby warrants represent, warrant and represents as followscovenant to and with Lender, its successors and assigns, that: (a) Borrower is the sole holder of the landlord’s interest under the LeasesThe representations, is entitled to receive the rents, issues warranties and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferred;covenants contained in this Instrument survive for as long as any Indebtedness remains outstanding. (b) Borrower has made no assignment other than this Assignment of any None of the rights items shown in the Schedule of Borrower under any Title Exceptions will materially or adversely affect (i) the ability of the Leases Borrower to pay the Loan in full, (ii) the use for which all or with respect to any part of said rentsthe Mortgaged Property is being used at the time this Instrument was executed, issues except as set forth in Section 11 of this Instrument, (iii) the operation of the Mortgaged Property or profits;(iv) the value of the Mortgaged Property. (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender fromis not an “investment company”, or limit Lender ina company Controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, acting under any of the provisions of this Assignment;as amended. (d) All Leases provide for rental to be paid monthly, Borrower is not an “employee benefit plan,” as defined in advance, and Borrower has not accepted payment of rental under any Section 3(3) of the Leases for Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA and the assets of Borrower do not constitute “plan assets” of one or more than one (1) month in advance such plans within the meaning of the due date thereof;29 C.F.R. Section 2510.3-101. (e) So far as is known Borrower will give prompt written Notice to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms Lender of any litigation or governmental proceedings pending or, to the best of the Leases;Borrower’s knowledge, threatened (in writing) against Borrower which might have a Material Adverse Effect as defined below. (f) Neither There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the execution and delivery best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a material adverse effect on (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition (financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the lien of any Loan Document, or (iv) the ability of Borrower to perform any obligations under any Loan Document (collectively, a “Material Adverse Effect”). (g) With regard to ERISA: (i) Borrower shall not engage in any transaction which would cause an obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Assignment Instrument or any of the Leasesother Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. (ii) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Instrument, the performance as requested by Lender in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in Section 3(3) of each and every covenant ERISA, which is subject to Title I of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withERISA, or constitutes a breach or default under any agreement, indenture or other instrument to which “governmental plan” within the meaning of Section 3(32) of ERISA; (B) Borrower is a partynot subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (A) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any law, ordinance, administrative regulation or court decree which is applicable to Borrowersuccessor provision; (gB) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere Less than 25% of each outstanding class of equity interests in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision; or (C) Borrower in qualifies as an “operating company” or a segregated account and have been received and applied for “real estate operating company” within the uses and purposes designated in meaning of 29 C.F.R. Section 2510.3-101(c), as amended from time to time or any successor provision, or within the Leasesmeaning of 29 C.F.R. Section 2510.3-101(e) as an investment company registered under the Investment Company Act of 1940. (iii) BORROWER SHALL INDEMNIFY LENDER AND DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN LENDER’S SOLE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF DEFAULT UNDER THIS SECTION 48. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE OF THIS INSTRUMENT.

Warranties of Borrower. To the extent that there are LeasesBorrower, Borrower for itself and its successors and assigns, does hereby warrants represent, warrant and represents as followscovenant to and with Lender, its successors and assigns, that: (a) Borrower is the sole holder of the landlord’s interest under the LeasesThe representations, is entitled to receive the rents, issues warranties and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, powers, and authorities herein granted and conferredcovenants contained in this Instrument survive for as long as any Indebtedness remains outstanding; (b) Borrower has made no assignment other than this Assignment of any None of the rights items shown in the Schedule of Borrower under any Title Exceptions will materially or adversely affect (i) the ability of the Leases Borrower to pay the Loan in full, (ii) the use for which all or with respect to any part of said rentsthe Mortgaged Property is being used at the time this Instrument was executed, issues except as set forth in Section 11 of this Instrument, (iii) the operation of the Mortgaged Property or profits(iv) the value of the Mortgaged Property; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender fromis not an “investment company”, or limit Lender ina company Controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, acting under any of the provisions of this Assignmentas amended; (d) All Leases provide for rental to be paid monthly, Xxxxxxxx is not an “employee benefit plan,” as defined in advance, and Borrower has not accepted payment of rental under any Section 3(3) of the Leases for Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA and the assets of Borrower do not constitute “plan assets” of one or more than one (1) month in advance such plans within the meaning of the due date thereof29 C.F.R. Section 2510.3-101; (e) So far as is known Borrower will give prompt written Notice to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms Lender of any litigation or governmental proceedings pending or, to the best of the Leases;Borrower’s knowledge, threatened (in writing) against Borrower which might have a Material Adverse Effect as defined below. (f) Neither There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the execution and delivery best of Borrower’s knowledge, threatened (in writing) against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a material adverse effect on (i) the Mortgaged Property, (ii) the business, prospects, profits, operations or condition (financial or otherwise) of Borrower, (iii) the enforceability, validity, perfection or priority of the lien of any Loan Document, or (iv) the ability of Borrower to perform any obligations under any Loan Document (collectively, a “Material Adverse Effect”). (g) With regard to ERISA: (i) Borrower shall not engage in any transaction which would cause an obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Assignment Instrument or any of the Leasesother Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA. (ii) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of this Instrument, the performance as requested by Lender in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in Section 3(3) of each and every covenant ERISA, which is subject to Title I of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withERISA, or constitutes a breach or default under any agreement, indenture or other instrument to which “governmental plan” within the meaning of Section 3(32) of ERISA; (B) Borrower is a partynot subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (1) Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section 2510.3-101(b)(2), as amended from time to time or any law, ordinance, administrative regulation or court decree which is applicable to Borrowersuccessor provision; (g2) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere Less than twenty-five percent (25%) of each outstanding class of equity interests in any way with the right of Borrower to execute this Assignment and perform all of Borrower’s obligations contained in this Assignment and in the Leases; (h) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to the terms of the Leases) are held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision; or (3) Borrower in qualifies as an “operating company” or a segregated account and have been received and applied for “real estate operating company” within the uses and purposes designated in meaning of 29 C.F.R. Section 2510.3-101(c), as amended from time to time or any successor provision, or within the Leasesmeaning of 29 C.F.R. Section 2510.3- 101(e) as an investment company registered under the Investment Company Act of 1940. (iii) BORROWER SHALL INDEMNIFY LENDER AND DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN XXXXXX’S SOLE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR INDIRECTLY, AS A RESULT OF DEFAULT UNDER THIS SECTION 48. THIS INDEMNITY SHALL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE OF THIS INSTRUMENT.

Warranties of Borrower. To the extent that there are Leases, Borrower hereby represents and warrants to Lender that the Collateral is now and represents will be kept free and clear of any and all liens, security interests and encumbrances whatsoever, other than the security interest hereunder, that Borrower has and will have the right to convey the Collateral as follows: (a) security for the Obligations; that Borrower will accurately and timely prepare and file any and all payroll, income, sales, franchise and any other applicable tax returns and pay or remit any taxes due therewith; that Borrower will promptly pay or discharge all taxes assessed against the Collateral and all liens which may attach thereto; that any and all information set forth in any writing heretofore or hereafter delivered to Lender by Borrower pertaining to the Collateral or Obligations is and will be true and correct as of the date thereof; that Borrower is solvent; if a registered organization (as defined in the sole holder Code) that Borrower is duly formed or organized as the type of organization set forth above and is validly existing under the laws of the landlord’s interest under the LeasesState of its formation or incorporation as set forth above, is entitled to receive duly qualified and in good standing in every other state in which it is doing business as a registered organization and its exact name and organization number are as set forth above; that the rentsexecution, issues delivery and profits from the Leases and from the Premises, and has good right to sell, assign, transfer and set over the same and to grant to and confer upon Lender the rights, interests, performance hereof are within Borrower’s corporate or company powers, and authorities herein granted and conferred; (b) Borrower has made no assignment other than this Assignment have been duly authorized, are not in contravention of any of the rights of Borrower under any of the Leases law or with respect to any of said rents, issues or profits; (c) Borrower has neither done any act nor omitted to do any act which might prevent Lender from, or limit Lender in, acting under any of the provisions of this Assignment; (d) All Leases provide for rental to be paid monthly, in advance, and Borrower has not accepted payment of rental under any of the Leases for more than one (1) month in advance of the due date thereof; (e) So far as is known to Borrower, there exists no default or event of default or any state of facts which would, with the passage of time or the giving of notice, or both, constitute a default or event of default on the part of Borrower or by any Tenant under the terms of any of the Leases; (f) Neither the execution and delivery of this Assignment Borrower’s charter, bylaws or any of the Leases, the performance of each and every covenant of Borrower under this Assignment and the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts withother incorporation or formation documents, or constitutes a breach of any indenture, agreement or default under any agreement, indenture or other instrument undertaking to which Borrower is a partyparty or by which it is bound; that without prior written notice to Lender, Borrower will not obtain any loans, advances or financial accommodations or arrangements from any party other than Lender and will not encumber any of its assets; that without prior written consent of Lender, Borrower will not change its name, reorganize, merge or consolidate, change its jurisdiction of incorporation or formation or issue or sell or redeem any of its common stock or other ownership interests, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (g) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with permit the right transfer by the present shareholders of Borrower to execute this Assignment any other person or entity any or all of the common stock or other ownership interests of Borrower outstanding or in treasury as of the date hereof; that in the event of any transfer by operation of law, Borrower shall immediately notify Lender; that there is no order, notice, claim, litigation, proceedings or investigation pending or threatened against or affecting Borrower whether or not covered by insurance, that would materially and perform adversely affect Borrower’s operations, financial condition, property or business; that Borrower will not sell, transfer, lease or otherwise dispose of all or (except in the ordinary course of business) any material part of its assets; that no account arises out of a contract with, or order from, an account debtor that, by its terms, forbids assignment or makes the assignment of that account to Lender void or unenforceable; that the representations and warranties made hereunder by Borrower are true on the date hereof and will be true on the date of such loan advance by Lender hereunder; that Borrower’s address as shown above is the location of Borrower’s obligations contained in this Assignment principal place of business, that such place of business is Borrower’s only place of business, and in that Borrower has not maintained any other place of business or principal place of business or corporate or trade name during the Leases; five (h5) The Leases are valid, enforceable and in full force and effect; and (i) All security deposits and other deposits (whether refundable or non-refundable pursuant to years immediately preceding the terms date of the Leases) are held by Borrower execution of this Agreement, unless having notified Lender in a segregated account writing of all such previous addresses and have been received and applied for the uses and purposes designated in the Leasesnames.