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send Notices of Breach in accordance with paragraph 2(b)(i) below, which shall
<br />not require Assignee's consent); and
<br />(b) Assignor agrees that it shall not:
<br />(i)
<br />declare a default under the Lease or terminate, modify, amend, waive or
<br />accept a surrender of, or offer or agree to any termination, modification,
<br />consent, amendment, waiver or surrender of, or give or withhold any
<br />consent with respect to, exercise any right or option or take any other
<br />action required or contemplated by, the Lease or any term or provision
<br />thereof, or reject any rejectable offer made by the Tenant pursuant to the
<br />Lease (unless Assignor pays off the Note) or, subject to the provisos at the
<br />end of this clause, exercise any claims, rights, or remedies under the
<br />Lease, provided that, Assignor shall have the non - exclusive right to send
<br />Notices of Breach (as defined in the Lease) so long as any such Notice of
<br />Breach, by itself or with the passage of time, does not result in an Event of
<br />Default under the Lease or the termination of the Lease or the acceleration
<br />of rent payable thereunder, and so long as a copy of such Notice of Breach
<br />is delivered simultaneously to Assignee, and provided further that,
<br />Assignor may make demand and sue Lessee for breaches of the Lease, and
<br />exercise any other rights and remedies available to Assignor, as they relate
<br />to Excepted Rights or Excepted Payments so long as such demand, suit,
<br />other remedy or any notice (and passage of time, if applicable) in
<br />connection therewith is conducted so as not to result in the existence of an
<br />Event of Default under the Lease, the termination of the Lease or
<br />acceleration of rent thereunder; or
<br />(ii) receive or collect, or permit the receipt or collection of any payment of,
<br />Rents (excepting only such amounts as shall be within the definition of
<br />Excepted Payments, and during the continuance of an Event of Default,
<br />Assignor may only receive Excepted Payments consisting of proceeds of
<br />public liability insurance), purchase proceeds or avails, insurance proceeds
<br />(excepting only such amounts as shall be within the definition of Excepted
<br />Payments, and during the continuance of an Event of Default, Assignor
<br />may only receive Excepted Payments consisting of proceeds of public
<br />liability insurance) or condemnation awards, subject to the terms of the
<br />Lease, or assign, transfer or hypothecate (other than to Assignee) any
<br />payment of Rents, purchase proceeds or avails, insurance proceeds or
<br />condemnation awards, then due or to accrue in the future under the Lease,
<br />or take any action or give any notice with respect to Excepted Rights or
<br />Excepted Payments that would have the effect of declaring an Event of
<br />Default, terminating the Lease, dispossessing the Lessee, or causing the
<br />Lease not to be in full force and effect, in each case without the prior
<br />written consent of Assignee. As used herein, "Excepted Payments" means
<br />the following described payments or amounts:
<br />18766395.1. BUSINESS 3
<br />201400402
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