THE PROPERTY AND ALL LEASE GUARANTORS TO PAY OVER TO LENDER OR TO SUCH OTHER
PARTY AS LENDER DIRECTS ALL RENTS AND ALL SUMS DUE UNDER ANY LEASE GUARANTIES,
UPON RECEIPT FROM LENDER OF WRITTEN NOTICE TO THE EFFECT THAT LENDER IS THEN THE
HOLDER OF THIS ASSIGNMENT AND THAT AN EVENT OF DEFAULT EXISTS AND IS CONTINUING,
AND TO CONTINUE SO TO DO UNTIL OTHERWISE NOTIFIED BY LENDER; PROVIDED, HOWEVER,
LENDER MAY ONLY SEND SUCH NOTICES, AND TAKE SUCH ACTIONS RELATIVE TO SUCH RENTS
AND SUMS DUE UNDER ANY LEASE GUARANTIES, AS ARE EXPRESSLY PERMITTED RELATIVE
THERETO PURSUANT TO THE TERMS OF THE LOAN AGREEMENT AND THE CASH MANAGEMENT
AGREEMENT.
SUCH RENTS SHALL BE DISBURSED
3
and/or applied in accordance with the terms of the Loan Agreement and the Cash
Management Agreement.
SECTION 2.3
INCORPORATION BY REFERENCE.
ALL REPRESENTATIONS,
WARRANTIES, COVENANTS, CONDITIONS AND AGREEMENTS CONTAINED IN THE LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AS THE SAME MAY BE MODIFIED, RENEWED, SUBSTITUTED
OR EXTENDED FROM TIME TO TIME, ARE HEREBY MADE A PART OF THIS ASSIGNMENT TO THE
SAME EXTENT AND WITH THE SAME FORCE AS IF FULLY SET FORTH HEREIN.
ARTICLE 3
REMEDIES
SECTION 3.1
REMEDIES OF LENDER.
UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT, THE LICENSE GRANTED TO BORROWER IN SECTION 2.1 OF THIS ASSIGNMENT
SHALL AUTOMATICALLY BE REVOKED AND LENDER SHALL IMMEDIATELY BE ENTITLED TO
POSSESSION OF ALL RENTS AND ALL SUMS DUE UNDER ANY LEASE GUARANTIES, WHETHER OR
NOT LENDER ENTERS UPON OR TAKES CONTROL OF THE PROPERTY; PROVIDED, HOWEVER, THAT
UPON THE WAIVER OR CURE WHICH IS ACCEPTED BY LENDER OF THE EVENT OF DEFAULT, THE
LICENSE GRANTED TO BORROWER IN SECTION 2.1 OF THIS AGREEMENT WILL AUTOMATICALLY
BE REINSTATED.
IN ADDITION, LENDER MAY, AT ITS OPTION, WHILE AN EVENT OF
DEFAULT IS CONTINUING, WITHOUT WAIVING SUCH EVENT OF DEFAULT, WITHOUT REGARD TO
THE ADEQUACY OF THE SECURITY FOR THE OBLIGATIONS, EITHER IN PERSON OR BY AGENT,
NOMINEE OR ATTORNEY, WITH OR WITHOUT BRINGING ANY ACTION OR PROCEEDING, OR BY A
RECEIVER APPOINTED BY A COURT, DISPOSSESS BORROWER AND ITS AGENTS AND SERVANTS
FROM THE PROPERTY, WITHOUT LIABILITY FOR TRESPASS, DAMAGES OR OTHERWISE (OTHER
THAN LIABILITY ARISING AS A DIRECT RESULT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LENDER OR ITS AGENTS, EMPLOYEES OR AFFILIATES) AND EXCLUDE
BORROWER AND ITS AGENTS OR SERVANTS WHOLLY THEREFROM, AND TAKE POSSESSION OF THE
PROPERTY AND ALL BOOKS, RECORDS AND ACCOUNTS RELATING THERETO, AND HAVE, HOLD,
MANAGE, LEASE AND OPERATE THE PROPERTY ON SUCH TERMS AND FOR SUCH PERIOD OF TIME
AS LENDER MAY DEEM PROPER AND, EITHER WITH OR WITHOUT TAKING POSSESSION OF THE
PROPERTY, IN ITS OWN NAME, DEMAND, SUE FOR OR OTHERWISE COLLECT AND RECEIVE ALL
RENTS AND ALL SUMS DUE UNDER ALL LEASE GUARANTIES, INCLUDING, WITHOUT
LIMITATION, THOSE PAST DUE AND UNPAID (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