LESSEES OR OCCUPANTS
OF 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 (AS DEFINED IN THE LOAN
AGREEMENT) EXISTS, AND TO CONTINUE SO TO DO UNTIL OTHERWISE NOTIFIED BY LENDER.
SECTION 2.3.
INCORPORATION BY REFERENCE.
ALL REPRESENTATIONS,
WARRANTIES, COVENANTS, CONDITIONS AND AGREEMENTS CONTAINED IN THE LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS SAME MAY BE MODIFIED, RENEWED, SUBSTITUTED OR
EXTENDED ARE HEREBY MADE A PART OF THIS ASSIGNMENT TO THE SAME EXTENT AND WITH
THE SAME FORCE AS IF FULLY SET FORTH HEREIN.
3
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 SUMS DUE UNDER ANY LEASE GUARANTIES, WHETHER OR NOT LENDER
ENTERS UPON OR TAKES CONTROL OF THE PROPERTY.
IN ADDITION, LENDER MAY, AT ITS
OPTION, WITHOUT WAIVING SUCH EVENT OF DEFAULT, WITHOUT REGARD TO THE ADEQUACY OF
THE SECURITY FOR THE DEBT, 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 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 SUMS
DUE UNDER ALL LEASE GUARANTIES, INCLUDING THOSE PAST DUE AND UNPAID WITH FULL
POWER TO MAKE FROM TIME TO TIME ALL ALTERATIONS, RENOVATIONS, REPAIRS OR
REPLACEMENTS THERETO OR THEREOF AS LENDER MAY DEEM PROPER AND MAY APPLY THE
RENTS AND SUMS RECEIVED PURSUANT TO ANY LEASE GUARANTIES TO THE PAYMENT OF THE
FOLLOWING IN SUCH ORDER AND PROPORTION AS LENDER IN ITS SOLE DISCRETION MAY
DETERMINE, ANY LAW, CUSTOM OR USE TO THE CONTRARY NOTWITHSTANDING:
(A) ALL
EXPENSES OF MANAGING AND SECURING THE PROPERTY, INCLUDING, WITHOUT BEING LIMITED
THERETO, THE SALARIES, FEES AND WAGES OF A MANAGING AGENT AND SUCH OTHER
EMPLOYEES OR AGENTS AS LENDER MAY DEEM NECESSARY OR DESIRABLE AND ALL EXPENSES
OF OPERATING AND MAINTAINING THE PROPERTY, INCLUDING, WITHOUT BEING LIMITED
THERETO, ALL TAXES, CHARGES, CLAIMS, ASSESSMENTS, WATER CHARGES, SEWER RENTS AND
ANY OTHER LIENS, AND PREMIUMS FOR ALL INSURANCE WHICH LENDER MAY DEEM NECESSARY
OR DESIRABLE, AND THE COST OF ALL ALTERATIONS, RENOVATIONS, REPAIRS OR
REPLACEMENTS, AND ALL EXPENSES INCIDENT TO TAKING AND RETAINING