THE LOAN AGREEMENT AND THE CLEARING
ACCOUNT AGREEMENT), WITH FULL POWER TO MAKE FROM TIME TO TIME ALL ALTERATIONS,
RENOVATIONS, REPAIRS OR REPLACEMENTS THERETO OR THEREOF AS LENDER MAY REASONABLY
DEEM PROPER.
IN ADDITION, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER,
AT ITS OPTION, MAY (1) COMPLETE ANY CONSTRUCTION ON THE PROPERTY IN SUCH MANNER
AND FORM AS LENDER REASONABLY DEEMS ADVISABLE, (2) EXERCISE ALL RIGHTS AND
POWERS OF BORROWER, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO NEGOTIATE,
EXECUTE, CANCEL, ENFORCE OR MODIFY LEASES, OBTAIN AND EVICT TENANTS, AND DEMAND,
SUE FOR, COLLECT AND RECEIVE ALL RENTS FROM THE PROPERTY AND ALL SUMS DUE UNDER
ANY LEASE GUARANTIES (WITH ALL SUCH RENTS AND ALL SUMS DUE UNDER ANY LEASE
GUARANTIES TO BE DEPOSITED INTO THE CLEARING ACCOUNT TO THE EXTENT AND AS
REQUIRED BY THE TERMS OF THE LOAN AGREEMENT AND THE CLEARING ACCOUNT AGREEMENT),
AND/OR (3) EITHER (I) REQUIRE BORROWER TO PAY MONTHLY IN ADVANCE TO LENDER OR TO
ANY RECEIVER APPOINTED TO COLLECT THE RENTS THE FAIR AND REASONABLE RENTAL VALUE
FOR THE USE AND OCCUPANCY OF SUCH PART OF THE PROPERTY AS MAY BE IN THE
POSSESSION OF BORROWER, OR (II) REQUIRE BORROWER TO VACATE AND SURRENDER
POSSESSION OF THE PROPERTY TO LENDER OR TO SUCH RECEIVER AND, IN DEFAULT
THEREOF, BORROWER MAY BE EVICTED BY SUMMARY PROCEEDINGS OR OTHERWISE.
4
SECTION 3.2
OTHER REMEDIES.
NOTHING CONTAINED IN THIS ASSIGNMENT
AND NO ACT DONE OR OMITTED BY LENDER PURSUANT TO THE POWER AND RIGHTS GRANTED TO
LENDER HEREUNDER SHALL BE DEEMED TO BE A WAIVER BY LENDER OF ITS RIGHTS AND
REMEDIES UNDER THE LOAN AGREEMENT, THE NOTE, THE MORTGAGE OR THE OTHER LOAN
DOCUMENTS, AND THIS ASSIGNMENT IS MADE AND ACCEPTED WITHOUT PREJUDICE TO ANY OF
THE RIGHTS AND REMEDIES POSSESSED BY LENDER UNDER THE TERMS THEREOF.
THE RIGHT
OF LENDER TO COLLECT THE OBLIGATIONS AND TO ENFORCE ANY OTHER SECURITY THEREFOR
HELD BY IT MAY BE EXERCISED BY LENDER EITHER PRIOR TO, SIMULTANEOUSLY WITH, OR
SUBSEQUENT TO ANY ACTION TAKEN BY IT HEREUNDER.
BORROWER HEREBY ABSOLUTELY,
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO ASSERT ANY SETOFF,
COUNTERCLAIM OR CROSSCLAIM OF ANY NATURE WHATSOEVER WITH RESPECT TO THE
OBLIGATIONS OF BORROWER UNDER THIS ASSIGNMENT, THE LOAN AGREEMENT, THE NOTE, THE
OTHER LOAN DOCUMENTS OR OTHERWISE WITH RESPECT TO THE LOAN IN ANY ACTION OR
PROCEEDING BROUGHT BY LENDER TO COLLECT SAME, OR ANY PORTION THEREOF, OR TO
ENFORCE AND REALIZE UPON THE LIEN AND SECURITY INTEREST CREATED BY THIS
ASSIGNMENT, THE LOAN AGREEMENT, THE NOTE, THE MORTGAGE OR ANY OF THE OTHER LOAN
DOCUMENTS (PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE DEEMED A WAIVER OF
BORROWER'S RIGHT TO ASSERT ANY COMPULSORY COUNTERCLAIM IF SUCH COUNTERCLAIM IS
COMPELLED UNDER LOCAL LAW OR RULE OF PROCEDURE, NOR SHALL THE FOREGOING BE
DEEMED A WAIVER OF BORROWER'S RIGHT TO ASSERT ANY CLAIM WHICH WOULD CONSTITUTE A
DEFENSE, SETOFF, COUNTERCLAIM OR CROSSCLAIM OF ANY NATURE WHATSOEVER AGAINST
LENDER IN ANY SEPARATE ACTION OR PROCEEDING).
SECTION