POSSESSION OF
THE PROPERTY; AND (B) THE DEBT, TOGETHER WITH ALL COSTS AND REASONABLE
ATTORNEYS' FEES.
IN ADDITION, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,
LENDER, AT ITS OPTION, MAY (I) COMPLETE ANY CONSTRUCTION ON THE PROPERTY IN SUCH
MANNER AND FORM AS LENDER DEEMS ADVISABLE, (II) EXERCISE ALL RIGHTS AND POWERS
OF BORROWER, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO NEGOTIATE, EXECUTE,
CANCEL, ENFORCE OR MODIFY ANY 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, (III) REQUIRE BORROWER TO PAY MONTHLY IN ADVANCE TO LENDER, OR
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
POSSESSION OF BORROWER OR (IV) 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.
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, 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 DEBT 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,
4
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, 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 3.3.
OTHER SECURITY.
LENDER MAY TAKE OR RELEASE OTHER
SECURITY FOR THE PAYMENT OF THE DEBT, MAY RELEASE ANY PARTY PRIMARILY OR
SECONDARILY LIABLE THEREFOR AND MAY APPLY ANY OTHER SECURITY HELD BY IT TO THE
REDUCTION OR SATISFACTION OF THE DEBT WITHOUT PREJUDICE TO ANY OF ITS RIGHTS
UNDER THIS ASSIGNMENT.
SECTION 3.4.
NON-WAIVER.
THE EXERCISE BY LENDER OF THE OPTION