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200603197
<br />Section 2.3 Incorporation by Reference, All representations, warranties,
<br />covenants, conditions and agreements contained in the Loan Agreement and the other Loan
<br />Documents as same may be modified, renewed, substituted or extended are hereby made a part
<br />of this Assignment to the same extent and with the same force as if fully set forth herein.
<br />ARTICLE 3 - REMEDIES
<br />Section 3.1 Remedies of Lender. Upon or at any time after the occurrence
<br />and during the continuance of an Event of Default, the license granted to Borrower in Section 2.1
<br />of this Assignment shall automatically be revoked, and Lender shall immediately be entitled to
<br />possession of all Rents and sums due under any Lease Guaranties, whether or not Lender enters
<br />upon or takes control of the Property. In addition, upon or at any time after the occurrence and
<br />during the continuance of an Event of Default, Lender may, at its option, without waiving such
<br />Event of Default, without regard to the adequacy of the security for the Debt, either in person or
<br />by agent, nominee or attorney, with or without bringing any action or proceeding, or by a
<br />receiver appointed by a court, dispossess Borrower and its agents and servants from the Property,
<br />without liability for trespass, damages or otherwise and exclude Borrower and its agents or
<br />servants wholly therefrom, and take possession of the Property (subject to tenants' rights under
<br />the Leases) and all books, records and accounts relating thereto and have, hold, manage, lease
<br />and operate the Property on such terms and for such period of time as Lender may deem proper
<br />and either with or without taking possession of the Property in its own name, demand, sue for or
<br />otherwise collect and receive all Rents and sums due under all Lease Guaranties, including those
<br />past due and unpaid with full power to make from time to time all alterations, renovations,
<br />repairs or replacements thereto or thereof as Lender may deem proper and may apply the Rents
<br />and sums received pursuant to any Lease Guaranties to the payment of the following in such
<br />order and proportion as Lender in its sole discretion may determine, any law, custom or use to
<br />the contrary notwithstanding: (a) all reasonable expenses of managing and securing the
<br />Property, including, without being limited thereto, the salaries, fees and wages of a managing
<br />agent and such other employees or agents as Lender may deem necessary or desirable and all
<br />expenses of operating and maintaining the Property, including, without being limited thereto, all
<br />taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and
<br />premiums for all insurance which Lender may deem necessary or desirable, and the cost of all
<br />alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining
<br />possession of the Property; and (b) the Debt, together with all reasonable costs and reasonable
<br />attorneys' fees. In addition, upon the occurrence and during the continuance of an Event of
<br />Default, Lender, at its option, may (1) complete any construction on the Property in such manner
<br />and form as Lender deems advisable, (ii) exercise all rights and powers of Borrower, including,
<br />without limitation, the right to negotiate, execute, cancel, enforce or modify any Leases, obtain
<br />and evict tenants, and demand, sue for, collect and receive all Rents from the Property and all
<br />sums due under any Lease Guaranties, (iii) require Borrower to pay monthly in advance to
<br />Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the
<br />use and occupancy of such part of the Property as may be in possession of Borrower or (iv)
<br />require Borrower to vacate and surrender possession of the Property to Lender or to such
<br />receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise.
<br />NYL1B4 753310.3 -4-
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