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18766395.1. BUSINESS
<br />201400402
<br />Rights and Excepted Payments and then subject to the limitations of paragraph 2 hereof,
<br />shall not pursue any remedies under the Lease or the Lease Guaranty or obligations of the
<br />Lease Guarantor, without the prior written agreement of Assignee, which will not be
<br />unreasonably withheld, conditioned or delayed.
<br />8. Upon and during the continuance of an Event of Default (as defined in the Security
<br />Instrument), Assignee may, at its option, to the extent permitted by applicable law,
<br />without waiving such Event of Default, without notice and without regard to the
<br />adequacy of the security for the Obligations, either in person or by agent or servicer, with
<br />or without bringing any action or proceeding, or by a receiver appointed by a court,
<br />enforce its interest in the Lease and Rents and take possession of the Mortgaged Property
<br />and have, hold, manage, lease and operate the Mortgaged Property on such terms and for
<br />such period of time as Assignee may deem proper and either with or without taking
<br />possession of the Mortgaged Property in its own name, demand, sue for or otherwise
<br />collect and receive all Rents (other than the Excepted Payments) which are currently due
<br />or past due and unpaid with full power to make from time to time all alterations,
<br />renovations, repairs or replacements thereto or thereof as may be permitted under the
<br />Lease and as may seem proper to Assignee and shall apply the Rents to the payment of
<br />the following in such order and proportion as Assignee in its sole discretion may
<br />determine, any law, custom or use to the contrary notwithstanding: (a) all reasonable and
<br />necessary expenses of managing and securing the Mortgaged Property, including, without
<br />being limited thereto, the salaries, fees and wages of a managing agent and such other
<br />employees or agents as Assignee may deem necessary or desirable and all expenses of
<br />operating and maintaining the Mortgaged Property, including, without being limited
<br />thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other
<br />liens, and premiums for all insurance which Assignee may deem necessary or desirable,
<br />and the cost of all alterations, renovations, repairs or replacements permitted under the
<br />Lease, and all expenses incident to taking and retaining possession of the Mortgaged
<br />Property; (b) the Obligations, together with all costs and reasonable attorneys' fees; and
<br />(c) after payment in full of the amounts under (a) and (b) of this sentence, to Assignor. In
<br />addition to the rights which Assignee may have herein, upon the occurrence and during
<br />the continuation of an Event of Default, Assignee, at its option, may either require
<br />Assignor to pay monthly in advance to Assignee or the designee of Assignee, or any
<br />receiver appointed to collect the Rents, the fair and reasonable rental value for the use
<br />and occupation of such part of the Mortgaged Property as may be in possession of
<br />Assignor or may require Assignor to vacate and surrender possession of the Mortgaged
<br />Property to Assignee or to such receiver and, in default thereof, Assignor may be evicted
<br />by summary proceedings or otherwise. For purposes of this paragraph, Assignor grants to
<br />Assignee and the designee of Assignee its irrevocable power of attorney, coupled with an
<br />interest, to take any and all of the aforementioned actions and any or all other actions
<br />designated by Assignee for the proper management and preservation of the Mortgaged
<br />Property, which power of attorney Assignee agrees not to exercise unless and until the
<br />occurrence and during the continuation of an Event of Default. The exercise by Assignee
<br />of the option granted it in this paragraph and the collection of the Rents and the
<br />application thereof as herein provided shall not be considered a waiver of any default by
<br />Assignor under the Note, the Security Instrument, the Lease, this Assignment or any of
<br />the other Loan Documents.
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