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<br />88-102044
<br />(a) To terminate the License and then and thereafter,
<br />wi thout taking possess ion of the Property, in Ass ignor' sown
<br />name, to demand, collect, receive, sue for, attach and levy the
<br />Rents and give proper receipts, releases and acquittances
<br />therefor, and after deducting all necessary and proper costs
<br />and expenses of operation and collection, as determined by
<br />Assignee, including reasonable attorneys' fees, and apply the
<br />net proceeds thereof, together with any funds of Assignor
<br />deposited with Assignee, in reduction or repayment of the
<br />Indebtedness and the Obligations in such order of. priority as
<br />Assignee may, in its sole discretion, determine;
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<br />(b) To declare the Indebtedness immediately due and
<br />payable and, at its opt ion, exerci se all of the rights and
<br />remedies contained in the Loan Documentsi and
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<br />(c) Without regard to the adequacy of the security,
<br />with or without any action or proceeding through any person or
<br />by any agent, or by the Trustee under any Deed of Trust
<br />included among the Loan Documents, or by a receiver to be
<br />appointed by a court of competent jurisdiction, and
<br />irrespective of the Assignor' s possession, then or thereafter
<br />to enter upon, take possession of, manage and operate the
<br />Property or any part thereof; make, modify, enforce, cancel or
<br />accept surrender of any Lease now in effect or hereafter in
<br />effect on the Property or any part thereof; remove and evict
<br />any Lessee; increase or decrease Rents under any Lease;
<br />decora-r:e, clean and repair, and otherwise do any act or incur
<br />any cost or expense which Assignee may deem reasonably
<br />necessary to protect the status and value of the Property as
<br />fully and to the same extent as Assignor could do if in
<br />possession thereof; and in such event, to apply the Rents so
<br />collected to the operation and management of the Property, but
<br />in such order or priority as Assignee shall deem proper, and
<br />including the payment of reasonable management, broker'ige and
<br />attorneys' fees and disbursements, and payment of the
<br />Indebtedness and the ObI igat ions and to the establ ishment and
<br />maintenance, without interest, of a reserve for replacements.
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<br />6.2 Exculpation of Assignee. The acceptance by Assignee
<br />of this Assignment, with all of the rights, powers, privileges
<br />and authority created hereby (including, without limitation,
<br />the exercise by Assignee of any power of attorney gran~ed
<br />herein), shall not, prior to entry upon and taking possession
<br />of the Property by Assignee in its own name and not as the
<br />attorney-in-fact of Assignor, be deemed or construed to
<br />constitute Assignee a "mortgagee in possession", nor thereafter
<br />or at any time or in any event obligate the Assignee to appear
<br />in or defend any action or proceeding relating to the Leases I
<br />the Rents or the Property or to take any action hereunder or to
<br />expend any money or incur any expenses or perform or discharge
<br />any obligation, duty or liability under any Lease or to assume
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