|
201000148
<br />termination thereof as provided above, any and all rights, interests, powers, privileges, remedies
<br />and other matters constituting the Landlord's Rights may be exercised by Assignor, but shall not
<br />be effectively exercised unless and until any of the same have been joined in by Assignee, either
<br />together with Assignor on any written notice, communication or other document required far the
<br />exercise thereof or separately by written consent delivered by Assignee to Assignor. Assignor
<br />hereby grants to Assignee its irrevocable power of attorney, coupled with an interest, to exercise
<br />any and all of the Landlord's Rights, separately without the joinder of Assignor, from and after
<br />any termination of the license granted to Assignor in this Par~raph 1.
<br />2. Remedies of Assignee. So long as an Event of Default is continuing, Assignee
<br />may, at its option, without waiving such Event of Default, without notice and without regard to
<br />the adequacy of the security for the Indebtedness, but subject to the terms of the Lease, either in
<br />person or by agent, with or without bringing any action or proceeding, or by a receiver appointed
<br />by a court, take possession of the Mortgaged Property and have, hold, manage, lease and operate
<br />the Mortgaged Property on such terms and for such period of time as Assignee may deem proper
<br />and either with or without taking possession of the Mortgaged Property in its own Warne,
<br />demand, sue for or otherwise collect and receive all rents payable under the Lease, including
<br />those past due and unpaid, with full power to make from time to time all alterations, renovations,
<br />repairs or replacements thereto or thereof as may seem proper to Assignee, and may apply the
<br />Rents to the payment of the Indebtedness (including all costs and reasonable attorneys' fees).
<br />Far purposes of Far~raphs__ 1 and 2, Assignor grants to Assignee its irrevocable power of
<br />attorney, coupled with an interest, to take any and all of the aforementioned actions and any or
<br />all other actions designated by Assignee for the proper management and preservation of the
<br />Mortgaged Froperty. The exercise by Assignee of the rights granted it in this paragraph and the
<br />collection of the rents and the application thereof as herein provided shall not be considered a
<br />waiver of any Event of Default under any of the Security Documents.
<br />3. No Liabilit of Assi nee. TO THE MAXIMUM EXTENT PERMITTED BY
<br />APPLICABLE LAW, ASSIGNEE SHALL NOT BE LIABLE FOR ANY LOSS
<br />SUSTAINED BY ASSIGNOR RESULTING FROM ASSIGNEE'S FAILURE TO LET
<br />THE MORTGAGED PROPERTY AFTER AN EVENT OF DEFAULT OR FROM ANY
<br />OTHER ACT OR OMISSION OF ASSIGNEE IN MANAGING THE MORTGAGED
<br />PROPERTY AFTER AN EVENT OF DEFAULT UNLESS SUCH LOSS IS CAUSED BY
<br />THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH OF
<br />ASSIGNEE. ASSIGNEE SHALL NOT BE OBLIGATED TO PERFORM OR
<br />DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY UNDER THE LEASE OR
<br />UNDER OR BY REASON OF THIS ASSIGNMENT AND ASSIGNOR SHALL, AND
<br />HEREBY AGREES TO, INDEMNIFY ASSIGNEE FOR, AND TO HOLD ASSIGNEE
<br />HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY
<br />OR MIGHT BE INCURRED UNDER THE LEASE OR UNDER OR BY REASON OF
<br />THIS ASSIGNMENT AND FROM ANY AND ALL CLAIMS AND DEMANDS
<br />WHATSOEVER, INCLUDING THE DEFENSE OF ANY SUCH CLAIMS OR
<br />DEMANDS WHICH MAY BE ASSERTED AGAINST ASSIGNEE BY REASON OF ANY
<br />ALLEGED OBLIGATIONS AND UNDERTAKYNGS ON ITS PART TO PERFORM OR
<br />DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED
<br />IN THE LEASE AND FURTHER INCLUDING ALL CLAIMS, DEMANDS,
<br />LIABILITIES, LOSSES OR DAMAGES ARISING FROM ASSIGNOR'S FAILURE OR
<br />15452813.3 4
<br />
|