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<br />200602639
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<br />exercise and enforce any or all of the following rights and remedies: (A) to terminate the license
<br />granted to Assignor to collect the Rents, and then and thereafter, without taking possession, in
<br />Assignee's own name, to demand, collect, receive, sue for, attach and levy the Rents, to give
<br />proper receipts, releases and acquittances therefor, and after deducting all necessary and proper
<br />costs and expenses of collection, as determined by Assignee, including reasonable attorneys'
<br />fees, to apply the net proceeds thereof, together with any funds of Assignor deposited with
<br />Assignee, upon any indebtedness secured hereby and in such order as Assignee may determine;
<br />(B) to declare all sums secured hereby immediately due and payable and, at its option, exercise
<br />all of the rights and remedies contained in the Obligation and Mortgage; and (C) without regard
<br />to the adequacy of the security, with or without any action or proceeding, through any person or
<br />by agent, or by a receiver to be appointed by court and irrespective of the Assignor's possession,
<br />then or thereafter, to enter upon, take possession of, manage and operate the Premises or any part
<br />thereof, make, modify, enforce, cancel or accept surrender of any Lease now in effect or
<br />hereafter in effect on the Premises or any part thereof; remove and evict any lessee; increase or
<br />reduce Rents; decorate, clean and make repairs; and otherwise do any act or incur any costs or
<br />expense as Assignee shall deem proper to protect the security hereof, as fully and to the same
<br />extent as Assignor could do if in possession, and in such evel1t to apply the Rents so collected to
<br />the operation and management of the Premises, but in such order as Assignee shall deem proper,
<br />and including payment of reasonable management, brokerage and attorneys' fees, payment of the
<br />indebtedness under the Obligation and Mortgage, and maintenance, without interest thereon, of a
<br />reserve for replacement;
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<br />(b) provided, however, that the acceptance by Assignee of this Assignment, with all of the
<br />rights, powers, privileges and authority so created, shall not, prior to entry upon and taking of
<br />possession of the Premises by Assignee, be deemed or construed to constitute Assignee a
<br />mortgagee in possession nor thereafter or at any time or in any event obligate Assignee to appear
<br />in or defend any action or proceeding relating to the Leases or to the Premises, or to take any
<br />action hereunder, or to expend any money or incur any expenses or perform or discharge any
<br />obligation, duty or liability under the Leases, or to assume any obligation or responsibility for
<br />any security deposits or other deposits delivered to Assignor by any lessee thereunder and not
<br />assigned and delivered to Assignee, nor shall Assignee be liable in any way for any injury or
<br />damage to person or property sustained by any person or persons, firm or corporation in or about
<br />the Premises; and
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<br />(e) provided further that the collection of Rents and application as aforesaid and/or the entry
<br />upon and taking possession of the Premises shall not cure or waive any default or waive, modify
<br />or affect any notice of default under the Obligation and MOl1gage to invalidate any act done
<br />pursuant to such notice, and the enforcement of such right or remedy by Assignee, once
<br />exercised, shall continue for so long as Assignee shall elect, notwithstanding that the collection
<br />and application aforesaid of sueh Rents may have eured for the time the original default. If
<br />Assignee shall thereafter elect to discontinue the exercise of any such right or remedy, the same
<br />or any other right or remedy hereunder may be reasserted at any time and from time to time
<br />following any subsequent default.
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<br />1023974.210/21/2004
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