Common use of Remedies of Lender Clause in Contracts

Remedies of Lender. Upon or at any time after 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 xxl 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon or at any time after 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon or at any time after 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon or at any time after and during the occurrence continuance of an Event of Default (as defined in the Security Instrument) (sometimes referred to herein as a "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 notice and 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 courtcourt (which such appointment of receiver shall, upon application to a court of competent jurisdiction, be a matter of strict right, without notice), 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 may seem proper to 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 possession of the Property; (b) payment of all expenses for normal maintenance of the Property, and (bc) the Debt, together with all costs and reasonable attorneys' fees. In addition, upon the occurrence of an Event of a Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) 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 (4) 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.Lease

Remedies of Lender. Upon or at the happening of any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, and Borrower's Default each Lender shall immediately be entitled to possession of have all Rents and sums due under any Lease Guaranties, whether or not Lender enters upon or takes control the rights in respect of the Property. In additionCollateral of a secured party under Articles 8 and 9 of the New York Uniform Commercial Code and as otherwise provided by law, Lender mayincluding the right of set-off and, in addition to any and all other rights and remedies it may have, may at its sole option, without waiving such Event of Defaultelect, without regard any further notice to or demand on the Borrower by the Agent, to purchase Equivalent Securities corresponding to the adequacy Loaned Securities which are the subject of any outstanding Loan or Loans and apply 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 Collateral for such period of time as Lender may deem proper and either with Loan or without taking possession of the Property in its own name, demand, sue for Loans to or otherwise collect and receive all Rents and sums due under xxl 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 toward the payment of the following in such order cost thereof (the purchase price thereof, including accrued interest, if applicable, plus any brokerage commissions, fees, transfer taxes, and proportion as other charges incurred by the Lender in its sole discretion may determine, any law, custom or use to the contrary notwithstanding: (aconnection with such purchase) 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 liensamounts then owing to the Lender hereunder, in which event the obligation of the Borrower to return Equivalent Securities corresponding to such Loaned Securities shall terminate and such Lender shall be entitled to collect and retain all payments of principal of, interest on or any other amount payable on or with respect to such Collateral. The Borrower shall be liable for, and premiums for all insurance which shall pay to the Agent upon demand, the excess, if any, of the cost to such Lender may deem necessary (as defined above and as specified in such demand) of the Equivalent Securities corresponding to the Loaned Securities purchased by such Lender pursuant to this Section, plus any amounts then owing to the Lender hereunder with respect to the Loan or desirableLoans in question, over the sum of (i) the amount of cash Collateral then held by the Agent with respect to such Loan or Loans (ii) the cash proceeds received by the Agent under any Letters of Credit included in the Collateral then held by the Agent with respect to such Loan or Loans and (iii) the Market Value, as of the close of business on the Business Day preceding the date of purchase of such Equivalent Securities of the Marketable Securities included in the Collateral then held by the Agent with respect to such Loan or Loans, together with interest on such excess at an annual rate equal to the broker's loan rate in effect at Citibank N.A., from time to time, or the maximum rate permitted by law, if less, from the date of such purchase or notice until the date of payment of such excess. In the event the sum of (i), (ii) and (iii) set forth in the immediately preceding sentence exceeds the cost of all alterationsthe Equivalent Securities purchased pursuant to this Section plus any amounts then owing to such Lender hereunder, renovationssuch Lender shall return such excess amount to the Borrower, repairs or replacementsprovided that no such amount shall be returned to the extent such delivery would cause the Aggregate Collateral Value to be less then the maintenance Percentage of the Aggregate Loaned Securities Value. The Borrower shall be liable for, and shall pay to the Agent on demand, all expenses incident to taking and retaining possession of the Property; and (b) the Debt, together with all reasonable costs and reasonable attorneys' fees. In addition, upon the occurrence expenses incurred by any Lender as a result of an Event of any Borrower's Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon During the period during which an Event of Default shall have occurred and be continuing: (i) Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Lender were the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right); (ii) Lender in its discretion may, in its name or in the name of Pledgor or otherwise, demand, xxx for, collect or receive any money or property at any time after the occurrence payable or receivable on account of an Event of Default, the license granted to Borrower or 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 exchange for any Lease Guaranties, whether or not Lender enters upon or takes control of the Property. In additionCollateral, but shall be under no obligation to do so; (iii) Lender may, at its option, apply all or any part of the Collateral to the Pledgor’s Obligations in such order and priority as shall be selected by Lender; (iv) Lender may accelerate the indebtedness secured hereby; (v) Lender may, upon not less than ten (10) days’ prior written notice to Pledgor of the time and place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of Lender or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as Lender deems best, and for cash or on credit or for future delivery (without waiving such Event of Defaultthereby assuming any credit risk), at public or private sale, without regard demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable statute and cannot be waived) and Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the adequacy extent permitted by law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of the security for the Debtwhatsoever kind, either in person including any right or equity of redemption (statutory or otherwise), of Pledgor, any such demand, notice or right and equity being hereby expressly waived and released. Unless prohibited by agentapplicable law, 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 PropertyLender may, without liability for trespassnotice or publication, damages adjourn any public or otherwise and exclude Borrower and its agents private sale or servants wholly therefrom, and take possession of cause 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 xxl Lease Guaranties, including those past due and unpaid with full power same to make be adjourned from time to time all alterationsby announcement at the time and place fixed for the sale, renovationsand such sale may be made at any time or place to which the same may be so adjourned; Lender shall have the right upon any such public sale or sales, repairs and, to the extent permitted by law, upon any such private sale or replacements thereto sales, to purchase the whole or thereof as any part of the Collateral so sold, free of any right or equity of redemption of Pledgor, which right or equity of redemption is hereby waived and released; (vi) Lender may deem proper exercise all membership rights, powers and may apply the Rents and sums received pursuant to any Lease Guaranties privileges to the payment same extent as Pledgor is entitled to exercise such rights, powers and privileges; (vii) Upon notice to Pledgor, Lender may cause the Pledged Interests to be sold in accordance with clause (v) above and, in connection therewith, cause each purchaser of all or any part of any Pledged Interests to be admitted as a new member or owner of the following in such order and proportion as Lender in its sole discretion may determineCollateral, any law, custom or use to the contrary notwithstanding: extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner the Collateral to the extent such Pledged Interests is sold (ain accordance with clause (v) all expenses above), and complete by inserting the effective date of managing the sale and securing the Propertyname of the assignee thereunder and deliver to such assignee each Assignment of Interest executed and delivered by Pledgor and, includingif appropriate, without being cause one or more amended or restated certificates of limited theretopartnership, certificates of limited liability company or articles of incorporation to be filed with respect to the salaries, fees and wages of a managing agent and such other employees or agents as Collateral. (viii) Lender may deem necessary or desirable exercise any 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) exercise all rights and powers remedies of BorrowerPledgor under or in connection with the Relevant Documents or otherwise in respect of the Collateral, 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 xxe rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Relevant Documents; (ix) all payments received by Pledgor under any Lease Guaranties, (3) require Borrower to pay monthly or in advance to connection with the Relevant Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement); and (x) make any compromise or settlement deemed desirable with respect 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 Collateral and may be extend the time of payment, arrange for payment in possession of Borrower installments, or (4) require Borrower to vacate and surrender possession otherwise modify the terms of, any of the Property Collateral. The proceeds of each collection, sale or other disposition under this Section 9(a) shall be applied by Lender to Lender or the Pledgor’s Obligations pursuant to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwiseSection 8(c) hereof.

Remedies of Lender. (a) Upon or at any time after the occurrence of an Event of Default, the license granted License and Grantor’s relationship as Xxxxxx’s Agent to Borrower collect Rents shall automatically terminate without any further action by Xxxxxx and Xxxxxx may then give the Lease Rent Notice to Lessees. It shall never be necessary for Lender to institute legal proceedings of any kind whatsoever to enforce any provision of this Assignment. After the termination of the License, all Rents collected by Lender shall be applied as set forth in Section 2.1 3.3 of this Assignment shall automatically be revoked, Assignment. Neither the entering upon 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 Mortgaged Property in its own name, demand, sue for or otherwise collect and receive all Xxxxxx’s collection of Rents and sums due the application thereof under xxl Lease GuarantiesSection 3.3 shall cure or waive any Event of Default or notice of default, including those past due and unpaid with full power to make if any, nor invalidate any action under such notice. Failure or discontinuance by Xxxxxx, at any time or from time to time all alterationstime, renovationsto collect said Rents shall not in any manner impair the subsequent enforcement by Xxxxxx of the right, repairs power, and authority herein granted to Xxxxxx. Nothing contained herein, nor the exercise of any right, power, or replacements thereto authority herein granted to Lender shall be or thereof as shall be construed to be, an affirmation by Lender may deem proper and may apply of any tenancy, Lease, or option, nor an assumption of liability under, nor the Rents and sums received pursuant subordination of, the Deed of Trust, to any Lease Guaranties such tenancy, Lease, or option, nor an election of judicial relief, if any such relief is requested or obtained as to the payment of Rents, 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 Mortgaged 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 collateral given by Grantor to taking and retaining possession of the Property; and Lender. (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 (1i) complete any construction on the Mortgaged Property in such manner and form as Lender deems advisable, ; (2ii) exercise all rights and powers of BorrowerGrantor, including, without limitation, including the right to negotiate, execute, cancel, enforce or modify any Leases, obtain and evict tenants, and demand, sue for, collect collect, and receive all Rents from the Property and all sums xxe under any Lease Guaranties, Rents; (3iii) require Borrower Grantor to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, Lender the fair and reasonable rental value for the Grantor’s use and occupancy of such any part of the Property as may be in possession of Borrower Mortgaged Property, or (4) require Borrower Grantor to vacate and surrender such possession of the Mortgaged Property to Lender or to such receiver and, in default thereof, Borrower Grantor may be evicted by summary proceedings or otherwise. (c) Lender may take any action to recover any of the Indebtedness, to resort to any security for the repayment of the Indebtedness, or to enforce any covenant hereof without prejudice to the right of Lender thereafter to enforce its rights under this Assignment. The rights and actions of Lender under this Assignment or the Loan Documents shall be separate, distinct, and cumulative and none shall be given effect to the exclusion of the others.

Remedies of Lender. Upon or at any time after the occurrence of an Event of Defaultany Default Event, Lender shall have the right to exercise any and all rights and remedies which may be available, whether contained in this Agreement, the license granted Loan Documents, or available by virtue of law, including the Uniform Commercial Code or other similar laws or statutes applicable, or contained in any other instruments or agreements between the Lender and the Borrower. The rights and remedies available to the Lender include, but are not limited to, the following: (i) Lender shall have the right to exercise, negotiate, transfer, encumber or dispose of all Stock Options; (ii) Lender may (i) upon written notice, require Borrower in Section 2.1 to assemble any or all of this Assignment shall automatically be revokedthe Collateral and make it available to Lender at a place designated by Lender; (ii) without prior notice, take possession of, collect, sell, and Lender shall immediately be entitled to possession dispose of any or all Rents and sums due under any Lease Guaranties, whether or not Lender enters upon or takes control of the Property. In additionCollateral; or (iii) sell, assign and deliver at any place or in any lawful manner all or any part of the Collateral and bid and become purchaser at any such sales; and (iii) Lender may, for the account of Borrower and at its optionBorrower's expense: (i) operate, without waiving such Event of Defaultuse, without regard to the adequacy consume, sell or dispose of the security Collateral as Lender deems appropriate for the Debtpurpose of performing any or all of the obligations secured by this Agreement; (ii) enter into any agreement, either in person or by agent, nominee or attorney, with or without bringing any action or proceedingcompromise, 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 xxl Lease Guarantiessettlement, 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, insurance claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Lender may deem necessary desirable or desirableproper with respect to any of the Collateral; (iii) endorse and deliver evidences of title for, and the cost receive, enforce and collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to Borrower in connection with or on account of any or all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the PropertyCollateral; and (biv) 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 (1) complete perform any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower may be evicted obligations secured by summary proceedings or otherwisethis Agreement.

Remedies of Lender. Upon or at Lender shall not exercise any time after of its rights under this Section 6 until the occurrence of an Event of Default, but effective upon such occurrence: (a) Borrower hereby appoints Lender, its agents, employees, successors and assigns, Borrower’s true and lawful attorneys, such power being coupled with an interest, irrevocably with full power in the license granted name and on behalf of Borrower or otherwise to Borrower in Section 2.1 of this Assignment shall automatically be revokeddo, execute, and Lender shall immediately perform any other act, matter, or thing whatsoever that, in the reasonable opinion of Lender, ought to be entitled to possession of all Rents done, executed, and sums due under any Lease Guarantiesperformed in connection with the Management Agreement, whether or not Lender enters upon or takes control of the Property. In additionas fully as Borrower could do in such situation; (b) At Lender’s option, Lender may, at its option, without waiving such Event of Default, without regard may deliver a Default Notice 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 Manager 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 thereafter exercise in its own name, demand, sue for or otherwise collect name any and receive all Rents and sums due rights of Borrower under xxl Lease Guarantiesthe Management Agreement, 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) exercise all rights and powers of Borrower, including, without limitation, the right to negotiatedirect that all rents, executesecurity deposits, cancelissues, enforce or modify any Leases, obtain proceeds and evict tenants, and demand, sue for, collect and receive all Rents from the Property and all sums xxe under any Lease Guaranties, (3) 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 profits of the Property as collected by Manager, after payment of all costs and expenses of operating the Property, shall be applied in accordance with Lender’s written directions to Manager; (c) At Lender’s option, Lender may be in possession assume the obligations of Borrower or under the Management Agreement and, upon delivery to Manager of written notice of such event, Manager will continue performance of its duties under the Management Agreement provided Lender fulfills all of the obligations of Borrower from and after such election by Lender in accordance with the Management Agreement; and (4d) At Lender’s option, Lender may, upon no less than thirty (30) days prior written notice from Lender to Manager, terminate the Management Agreement and require Borrower Manager to vacate and surrender possession transfer its responsibility for management of the Property to a management company selected by Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwiseLender’s discretion.

Remedies of Lender. Upon or at any time after the occurrence of For so long as an Event of DefaultDefault exists, 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 or arising from any Lease GuarantiesAssigned Property, 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 xxl Lease Guarantiesundex xr arising from all Assigned Property, 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 or arising from any Lease Guaranties Assigned Property 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' fees. In addition, upon the occurrence and during the continuation of an Event of Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) exercise all rights and powers of Borrower, including, without limitation, the right to negotiate, execute, cancel, enforce or modify Leases or any Leasesrelated guarantees, obtain and evict tenants, and demand, sue for, collect and receive all Rents from the Property and all sums xxe sumx xue under or arising from any Lease GuarantiesAssigned Property, (3) either 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 (4) 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.

Remedies of Lender. Upon or at any time after 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 sxx for or otherwise collect and receive all Rents and sums due under xxl 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 sxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. Upon or at any time after 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, to the extent permitted by applicable law, 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 reasonably necessary 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 xxl uxxxr 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 reasonable 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 reasonably 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 desirablereasonably necessary, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' fees. In addition, upon the occurrence and during the continuance of an Event of Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisablereasonably necessary, (2) 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 xxe xxxs due under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, 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 DebtObligations, 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 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 and, either with or without taking possession of the Property Property, in its own name, demand, sue xxx for or otherwise collect and receive all Rents and all sums due under xxl all Lease Guaranties, including 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 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 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' feesproper. 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 any Leases, obtain and evict tenants, and demand, sue xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease GuarantiesGuaranties (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, Lender or to any receiver appointed to collect the Rents, 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 Borrower, or (4ii) 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.

Remedies of Lender. Upon or at any time after 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 xxl undxx 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. (a) Upon or at any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 and thereafter so long as such Event 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 additionDefault remains uncured, Lender may, in addition to and not in limitation of Lender's rights under this Agreement, pursue any legal remedy available to it to collect the Obligations outstanding at that time, and to enforce its optionrights hereunder and under the Loan Documents and/or the Guaranties, without waiving such Event of Default, without regard and to the adequacy seek all of the security for rights and remedies of a secured party as provided in the DebtUniform Commercial Code, either in person or including but not limited to: (1) the right to require Borrowers to assemble the Collateral and make it available to Lender at a place designated by agent, nominee or attorney, with or without bringing any action or proceeding, or by a receiver appointed by a court, dispossess Borrower Lender which is reasonably convenient to both parties; (2) the right to take immediate possession and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude Borrower and its agents or servants wholly therefromremove all Collateral, and for this purpose the Lender is authorized to enter upon the premises where the Collateral is kept; (3) the right to take exclusive possession of the Property premises on which the Collateral is stored and all booksto conduct any sale on those premises in a commercially reasonable manner and/or to store the Collateral free of rent on the premises, records and accounts relating thereto and have, hold, manage, lease and operate Borrowers expressly agrees to pay any rents due on the Property on such terms and for such period of time as premises while the Lender may deem proper and either with or without taking is in possession of thereof pursuant to this Agreement; and (4) the Property in its own name, demand, sue for or otherwise collect and receive all Rents and sums due under xxl Lease Guaranties, including those past due and unpaid with full power right 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 proceeds of any Lease Guaranties sale or disposition to the payment in whole or in part of any amounts owing to Lender from Borrower, or the Borrower's surety, or endorser, whether principal or interest, all at the sole discretion of Lender, after deducting therefrom the following in expenses (together with interest thereon if applicable), with respect to any of such order Obligations: the reasonable expenses of retaking and proportion as Lender in its sole discretion may determinestoring the Collateral, any law, custom or use transporting the Collateral from the place of possession to the contrary notwithstanding: (a) all expenses place of managing and securing sale, preparation for the Propertysale, includingincluding court costs, 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 bond 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' fees. (b) Borrowers agrees that the requirements of reasonable notification to Borrowers of the time and place of any public sale or of the time after which any private sale or other intended disposition is to be made shall be met if such notification is sent by certified mail, postage prepaid, at least seven (7) days prior to the date of sale or other disposition, addressed to Borrowers at its principal place of business, such address being the place held out by Borrowers for the receipt of all communications relative to this Agreement. In addition, upon No change of such address shall be effective until specific written notice thereof is received by the occurrence Lender; (c) Borrowers will be liable for all reasonable attorneys' fees incurred in enforcing this Agreement. Borrowers agrees to hold the Lender harmless from any damages or other costs incurred by the Lender by reason of an Event the breach of Default, any provision of this Agreement by Borrower; (d) On request by Lender, at its optionBorrowers shall deliver to Lender all original and other documents evidencing and relating to the sale and delivery of any merchandise or the performance of labor or services, may (1) complete which created any construction on part of the Property in such manner and form as Lender deems advisable, (2) exercise all rights and powers of BorrowerAccounts, including, without limitation, contracts, orders, invoices, bills of lading, warehouse receipts and shipping receipts, together with appropriate written endorsements and/or assignments of 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 xxe under any Lease Guaranties, (3) require Borrower to pay monthly in advance same 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 (4) 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.

Remedies of Lender. (a) Upon or at the happening of any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 entire unpaid balance of this Assignment shall automatically be revokedthe Obligations, including interest as has accrued thereon, and Lender all other sums secured by this Mortgage shall become immediately be entitled to possession of all Rents due and sums due under any Lease Guaranties, whether or not Lender enters upon or takes control of the Property. In addition, Lender maypayable, at its optionthe option of Lender, without waiving such notice to or demand upon Mortgagor or any other person. (b) When the Obligations shall become due and payable, either because of maturity or because of acceleration upon the occurrence of any Event of Default, without regard or otherwise, then forthwith in addition to all other rights or remedies available under the Financing Agreements, at law or in equity: (i) Foreclosure. Lender may institute an action to foreclose upon this Mortgage by issuance of a complaint, or may take such other action at law or in equity for the enforcement of this Mortgage and realization on the mortgage security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment, execution and sale for the collection of the entire unpaid balance of the Obligations, with interest thereon at the then applicable rate stipulated in the Note to the adequacy date of default, and thereafter until payment in full is received by Lender at a rate which shall be twelve percent (12%) per annum, which Obligations shall include all other sums due from Mortgagor to Lender in accordance with the provisions of the security for Note, 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 Financing Agreements 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 xxl Lease Guarantiesthis Mortgage, including those past due and unpaid with full power all sums which may have been advanced by Lender to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as Lender may deem proper and may apply Mortgagor after the Rents and sums received pursuant to any Lease Guaranties to the payment date 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 replacementsthis Mortgage, and all expenses incident sums which may have been advanced by Lender for taxes, water or sewer rents, charges or claims, payments on prior liens, insurance or repairs to taking the Premises, all costs of suit, and retaining possession of the Property; and (b) the Debt, together with all costs and Lender's reasonable attorneys' fees. 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 deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver attorney's collection fee; and, in default thereof, Borrower may be evicted by summary proceedings or otherwise.

Remedies of Lender. Upon or at any time after the occurrence and during the continuance of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, 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. In addition, Lender may, at its option, without waiving such any Event of Default, without regard to the adequacy of the security for the DebtObligations, 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 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 and, either with or without taking possession of the Property Property, in its own name, demand, sue xxx for or otherwise collect and receive all Rents and all sums due under xxl all Lease Guaranties, including including, without limitation, those past due and unpaid unpaid, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as Lender may deem proper proper, and may apply the Rents and the sums received pursuant to any Lease Guaranties to the payment and performance 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 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 possession of the Property; and (b) the DebtObligations, together with all costs and reasonable attorneys' feesfees and costs. 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 deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, and/or (3) either (i) require Borrower to pay monthly in advance to Lender, Lender or to any receiver appointed to collect the Rents, 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 Borrower, or (4ii) 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.

Remedies of Lender. Upon or at any time after 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 sxx for or otherwise collect and receive all Rents and sums due under xxl 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 sxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon or at any time after the occurrence and during the continuation 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 (other than subtenants or sub occupants) and all sums due under any Lease GuarantiesGuaranties (other than guaranties of subleases or sub occupants), 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 DebtObligations, 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 namename (in each case to the extent of Borrower’s interest therein), demand, sue for or otherwise collect and receive all Rents and all sums due under xxl all Lease Guaranties, including including, without limitation, 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 proper, and, subject to the provisions of the Loan Agreement, 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 possession of the Property; and (b) the DebtObligations, together with all costs and reasonable attorneys' ’ fees. In addition, upon the occurrence and during the continuation of an Event of Default, Lender, at its option, may may, to the extent of Borrower’s rights with respect thereto, (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe due under any Lease Guaranties, (3) either 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 the possession of Borrower Borrower, or (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of a default under this Assignment or an Event of Default (as defined in the Security Instrument) (a "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 notice and 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 may seem proper to 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 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 a Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of If an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment Default shall automatically be revoked, have occurred 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 additionis continuing, Lender may, at its option, without waiving with notice to Borrower, exercise any of the following remedies with respect to any Loan or Loan Schedule of such Event of DefaultLender or all related Specified Collateral as described in such Loan Schedule, without regard and the applicable Loan Documents (provided, that any such remedies with respect to the adequacy Specified Collateral shall be exercised solely through the Collateral Agent and any other such remedies shall be exercised through the Servicer): (i) declare any Loan of such Lxxxxx then outstanding to be due and payable in whole, whereupon the principal of each such Loan so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Bxxxxxxx; provided, that notwithstanding anything to the contrary in this Section 9(b), in the case of any event with respect to Borrower described in clauses (v)(B), (v)(C) or (vi) of Section 9(a), the principal of each Loan then outstanding, together with accrued interest thereon and all fees and other Obligations of Borrower accrued hereunder and under any other Loan Documents, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Bxxxxxxx; (ii) proceed at law or in equity to enforce specifically Borrower’s performance or recover damages, including all rights available to Lender (via the Collateral Agent) under the UCC with respect to the related Equipment constituting Specified Collateral of such Lender (whether or not the UCC applies to the affected Equipment); (iii) in conjunction with promptly exercising Lender’s rights pursuant to this Section 9(b), require Borrower to immediately assemble, make available and if requested by Lender deliver the related Equipment constituting Specified Collateral (or, if so requested, any related Items designated by Lender) to Lender at a time and place, within the United States or Canada, designated by Lender; (iv) in conjunction with promptly exercising Lender’s rights pursuant to this Section 9(b), enter any premises where any Equipment constituting Specified Collateral of such Lender may be located and repossess, disable or take possession of such Equipment constituting Specified Collateral of such Lender (and/or any attached or unattached parts) by self-help, summary proceedings or otherwise without liability for rent, costs, damages or others (save and except such costs and damages incurred or suffered as a result of Lxxxxx’s actions); (v) use Borrower’s premises for storage without rent or liability; (vi) Dispose of the security for related Equipment constituting Specified Collateral or such Items constituting the Debtsame at private or public sale to a third party on arm’s length terms, either in person bulk or by agentin parcels, nominee or attorney, whether such Equipment is present at such sale and with or without bringing any action or proceeding, or notice except to the extent required 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 therefromapplicable law, and if notice is required by law such requirements of reasonable notice shall be met if such notice is given in writing to Borrower at least ten (10) calendar days before the time of the public sale or the time after which any other Disposition is to be made and, in the event of any dispute between Lxxxxx and Borrower in connection with this Section 9(b)(vi), the Borrower will have the right to acquire such Equipment at the same price, agreed between Lender and a third party, within ten (10) Business Days of written notice by the Lender to the Borrower of such disposal; (vii) disable or keep idle all or part of the Equipment constituting Specified Collateral and, at Lender’s discretion, take possession of the Property Equipment and all bookscontinue Borrower’s Bitcoin mining operations; (viii) at Lxxxxx’s sole discretion, records remedy such Event of Default for the account of and accounts relating thereto and haveat the reasonable expense of Bxxxxxxx; (ix) except as any such remedies are reserved for the Collateral Agent under Section 9(c), holdexercise any other right or remedy at law, 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 equity or otherwise collect and receive all Rents and sums due under xxl Lease Guarantiesbankruptcy, including those past due specific performance or damages for the breach hereof, including Attorney’s Fees and unpaid with full power to make reasonable court costs. In the event Lender receives any proceeds from time to time all alterationsthe Disposition of any Specified Collateral, 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 Net Proceeds of such Disposition shall be turned over 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 desirableCollateral Agent, and the cost Collateral Agent shall apply any proceeds it receives from the Disposition of any Specified Collateral (including those turned over by a Lender) in accordance with the provisions of Section 3(e)(ii). In the event Lender receives any proceeds from the Disposition of any Collateral or Specified Collateral not constituting such Lender’s Specified Collateral, such Lender shall turn over such proceeds to the Collateral Agent, and the Collateral Agent shall apply proceeds from the Disposition of Collateral and Specified Collateral of another Lender (including in each case those turned over by any Lender) in accordance with the provisions of Section 3(f) (or Section 3(e) in the case of Specified Collateral of another Lender). In the event that a Lender has exercised remedies set forth in this Section 9(b) and caused the Collateral Agent to dispose of its Specified Collateral and the Net Proceeds of such Specified Collateral are insufficient to pay in full all Obligations then owed to such Lender, then such Lender may direct the Collateral Agent to exercise remedies pursuant to Section 9(c) with respect to the Collateral (including Mined Cryptocurrency) and any proceeds received by the Collateral Agent in connection therewith shall be applied to the Obligations of all alterationsLenders in accordance with the provisions of Section 3(f) (and the claim of any Lender receiving payment pursuant to such application shall be reduced only by the amount actually received by any such Lender). If Lender shall, renovationsincluding by exercising any right of set-off or counterclaim or otherwise, repairs receive any Net Proceeds in respect of any Collateral or replacementsSpecified Collateral, Lender shall deliver 100% of such Net Proceeds to the Collateral Agent for application to the Obligations in accordance with the requirements of Sections 3(e), 3(f), 9(b) and all expenses incident 9(c) hereof, as applicable. Any remedies available to taking Lender under this Section 9(b) shall be limited to the Loans and retaining 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 (1) complete any construction Specified Collateral as set forth on the Property in applicable Loan Schedule(s) to which such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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 otherwiseis a party.

Remedies of Lender. Upon or at xx xx any time after 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 notice and without regard to the adequacy of the security for the Debt, either : (i) 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 Mortgaged Property and all books, records and accounts relating thereto and have, hold, manage, lease and operate the Mortgaged Property on such terms and for such period of time as Lender may deem proper and either proper; (ii) with or without taking possession of the Mortgaged Property in its own name, demand, sue for or otherwise collect and receive all Rents and sums due under xxl Lease GuarantiesRents, including those past due and unpaid with full power to unpaid, and (iii) make from time to time all alterations, renovations, repairs or replacements thereto or thereof to the Mortgaged Property as Lender may deem proper and deems proper. Lender may apply the any Rents and sums received pursuant to any Lease Guaranties obtained by it to the payment of the following in such manner and order and proportion as Lender in its sole and absolute discretion may determine, any law, custom or use to the contrary notwithstanding: (a) all expenses of managing securing, managing, operating and securing maintaining the Mortgaged Property, including, without being limited theretolimitation, 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, desirable; 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 possession of the Mortgaged Property; and (b) the Debt, together with all court costs and reasonable attorneys' attorney fees, receiver fees and all other costs and expenses incurred by Lender. In addition, upon Upon the occurrence of an Event of Default, Lender, at its ax xxx option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) either 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 occupation of such part of the Mortgaged Property as may be in possession of Borrower or (4) may require Borrower to vacate and surrender possession of the Mortgaged Property to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise. Borrower grants to Lender its irrevocable power of attorney, coupled with an interest, to take any and all actions allowed hereunder and any or all other actions designated by Lender for the proper management and preservation of the Mortgaged Property. The exercise by Lender of any particular remedy or right hereunder and the collection of the Rents and the application thereof as herein provided shall not be considered a waiver of any Event of Default by Borrower.

Remedies of Lender. Upon or at any time after the occurrence of a default under this Assignment or an Event of Default (as defined in the Security Instrument) (a “Default”), the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, and Lender Lxxxxx 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 notice and 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 xxl 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 may seem proper to 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 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 a Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. Upon or at any time after 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 xxl undxx 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe suxx due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of an Event of DefaultDefault and during the continuation thereof, the license granted to Borrower the Borrowers 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 Contracts, Warranties and 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 DefaultDefault and during the continuation thereof, 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 each Borrower and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude each 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 xxx for or otherwise collect and receive all Rents and sums due under xxl all Contracts, Warranties and 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 Contracts, Warranties and 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 necessary, 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 desirablenecessary, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining 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 DefaultDefault and during the continuation thereof, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) exercise all rights and powers of any Borrower under any Leases, Contracts, Warranties or Lease Guaranties, without any interference or objection from such Borrower, including, without limitation, the right to negotiate, execute, cancel, enforce or modify any Leases, obtain and evict tenants, and demand, sue xxx for, collect and receive all Rents from the Property and all sums xxe due under any Contracts, Warranties and Lease Guaranties, (3) require each 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 such Borrower or (4) require each Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, such Borrower may be evicted by summary proceedings or otherwise. Additionally, upon the occurrence of an Event of Default and during the continuation thereof, if and to the extent permitted by law and the terms of the Contracts and Warranties, Lender may, with or without entry upon the Property, at its sole option, take over and enjoy the benefits of the Contracts and Warranties, exercise any Borrower's rights under the Contracts and Warranties, and perform all acts in the same manner and to the same extent as such Borrower might do. Lender may also effect new Regulatory Permits, Contracts and Warranties, cancel or surrender existing Regulatory Permits, Contracts and Warranties, alter or amend the terms of and renew Contracts, Warranties and Regulatory Permits, and make concessions to the Governmental Authorities, the Contractors, warrantors and others. To the extent permitted by law, Lender hereby releases any and all claims which any Borrower has or might have against Lender arising out of any such actions by Lender unless arising from Lender's fraud or willful misconduct.

Remedies of Lender. Upon or at any time after and during the occurrence continuance of an Event of Default (as defined in the Security Instrument) (sometimes referred to herein as a “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 notice and 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 courtcourt (which such appointment of receiver shall, upon application to a court of competent jurisdiction, be a matter of strict right, without notice), 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 xxl 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 may seem proper to 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 possession of the Property; (b) payment of all expenses for normal maintenance of the Property, and (bc) the Debt, together with all costs and reasonable attorneys' ’ fees. In addition, upon the occurrence of an Event of a Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe due under any Lease Guaranties, (3) either require Borrower to pay monthly in advance to Lender, 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 (4) 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.

Remedies of Lender. Upon or at any time after 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, to the extent permitted by applicable law, 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 reasonably necessary and either with or without taking possession of the Property in its own name, demand, sue xxx for or otherwise collect and receive all Rents and sums due under xxl 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 reasonable 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 reasonably 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 desirablereasonably necessary, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' ’ fees. In addition, upon the occurrence and during the continuance of an Event of Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisablereasonably necessary, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) 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 (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of an Event of Default, the license granted to Borrower Assignor 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 DebtIndebtedness, either in person or by agentLender, nominee or attorney, with or without bringing any action or proceeding, or by a receiver appointed by a court, dispossess Borrower Assignor and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude Borrower Assignor 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 reasonably 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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.:

Remedies of Lender. Upon or at any time after 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 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 (1i) complete any construction on the Property in such manner and form as Lender deems advisable, (2ii) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3iii) 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 (4iv) 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.

Remedies of Lender. Upon or at any time after the occurrence of an Event of Defaultany Default Event, Lender shall have the right to exercise any and all rights and remedies which may be available, whether contained in this Agreement, the license granted Loan Documents, or available by virtue of law, including the Uniform Commercial Code or other similar laws or statutes applicable, or contained in any other instruments or agreements between the Lender and the Borrower. The rights and remedies available to the Lender include, but are not limited to, the following: (i) Lender shall have the right to exercise, negotiate, transfer, encumber or dispose of all Stock Options; (ii) Lender may (i) upon written notice, require Borrower in Section 2.1 to assemble any or all of this Assignment shall automatically be revokedthe Collateral and make it available to Lender at a place designated by Lender; (ii) without prior notice, take possession of, collect, sell, and Lender shall immediately be entitled to possession dispose of any or all Rents and sums due under any Lease Guaranties, whether or not Lender enters upon or takes control of the Property. In additionCollateral; or (iii) sell, assign and deliver at any place or in any lawful manner all or any part of the Collateral and bid and become purchaser at any such sales; and (iii) Lender may, for the account of Borrower and at its optionBorrower's expense: (i) operate, without waiving such Event of Defaultuse, without regard to the adequacy consume, sell or dispose of the security Collateral as Lender deems appropriate for the Debtpurpose of performing any or all of the obligations secured by this Agreement; (ii) enter into any agreement, either in person or by agent, nominee or attorney, with or without bringing any action or proceedingcompromise, 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 xxl Lease Guarantiessettlement, 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, insurance claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Lender may deem necessary desirable or desirableproper with respect to any of the Collateral; (iii) endorse and deliver evidences of title for, and the cost receive, enforce and collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to Borrower in connection with or on account of any or all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the PropertyCollateral; and (biv) 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 (1) complete perform any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower may be evicted obligations secured by summary proceedings or otherwisethis Agreement.

Remedies of Lender. Upon or at any time after the occurrence of a default under this Assignment or an Event of Default (as defined in the Security Instrument) (a "Default") and the expiration of all applicable grace and cure periods provided in the Loan Documents, 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 notice and without regard to the adequacy of the security for the 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, but subject to the provisions of Section 10.1 of the Security Instrument, 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 may seem proper to 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, which 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 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 a Default, Lender, at its option, may (1I) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, 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. In addition, Lender may, at its option, without waiving such any Event of Default, without regard to the adequacy of the security for the DebtObligations, 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 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 and, either with or without taking possession of the Property Property, in its own name, demand, sue xxx for or otherwise collect and receive all Rents and all sums due under xxl all Lease Guaranties, including 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 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 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' feesproper. 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 deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease GuarantiesGuaranties (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, Lender or to any receiver appointed to collect the Rents, 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 Borrower, or (4ii) 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.

Remedies of Lender. Upon or at any time after the occurrence and during the continuance of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, 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. In addition, Lender may, at its option, without waiving such any Event of Default, without regard to the adequacy of the security for the DebtObligations, 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 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 and, either with or without taking possession of the Property Property, in its own name, demand, sue sxx for or otherwise collect and receive all Rents and all sums due under xxl all Lease Guaranties, including 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 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 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' feesproper. In addition, upon the occurrence and during the continuance of an Event of Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 sxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease GuarantiesGuaranties (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, Lender or to any receiver appointed to collect the Rents, 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 Borrower, or (4ii) 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.

Remedies of Lender. Upon Lender may at its option proceed in the first instance against Guarantor to collect any Liability, without first proceeding against Borrower for said Liability, or any other Person liable for said Liability, and without first resorting to any property at any time after the occurrence held by Lender as collateral security for any Liability and without any marshalling of an Event assets whatsoever. Guarantor further authorizes Lender, without notice or demand, to apply any indebtedness due or to become due to Guarantor from Lender in satisfaction 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 Liabilities 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 xxl 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 PropertyGuarantor’s obligation hereunder, including, without being but not 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) exercise all rights and powers of Borrower, including, without limitationto, the right to negotiateset-off against any deposits of Guarantor with Lender. Lender shall further have any other rights provided by law or under any other document, execute, cancel, enforce or modify any Leases, obtain all of which rights are cumulative. GUARANTOR HEREBY CONSENTS TO THE ATTACHMENT OR GARNISHMENT OF GUARANTOR’S EARNINGS. The obligation of each Guarantor hereby created is joint and evict tenantsseveral, and demandLender is authorized and empowered to proceed against Guarantor or any of them, sue for, collect and receive all Rents from the Property and all sums xxe under without joining Borrower or any Lease Guaranties, (3) require Borrower to pay monthly in advance to Lenderother Guarantor. All of said parties may be sued together, 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 them may be in possession of sued separately without first or contemporaneously suing the others. There shall be no duty or obligation upon Lender, whether by notice or otherwise: (i) to proceed against Borrower or any other Guarantor; (4ii) require to initiate any proceeding or exhaust any remedy against Borrower or any other Guarantor; or (iii) to vacate and surrender possession give any notice to any other Guarantor or Borrower, whatsoever, before bringing suit, exercising any rights to any collateral or security, or instituting proceedings of the Property to Lender any kind against Borrower, Guarantor or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwiseany of them.

Remedies of Lender. Upon or at any time after the occurrence of a default under this Assignment or an Event of Default (as defined in the Security Instrument) (a “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 notice and 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 may seem proper to 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 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 a Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3) either 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 (4) 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.

Remedies of Lender. a. Upon or at any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revokedand at any time thereafter, 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 have the Property. In addition, Lender mayright, at its option, without waiving such Event of Default, without regard to the adequacy immediately exercise one or more of the security for following remedies; (i) without demand or notice of any kind, refuse to make any further Extensions of Credit; (ii) terminate this Agreement immediately without notice; (iii) declare immediately due and payable all sums and other Obligations then owing by Borrower to Lender whether pursuant hereto or under any other document, instrument or agreement, or otherwise, notwithstanding the Debtprovisions of any writings evidencing the same; (iv) exercise any and all rights it may have under the Uniform Commercial Code or other law; (v) take immediate and exclusive possession of the Collateral, either in person or by agentwherever it may be found, nominee or attorneyand enter any of the premises of the Borrower, with or without bringing any action or proceedingprocess of law, wherever the Collateral may be, or by a receiver appointed by a courtis supposed to be, dispossess Borrower and search for same, and if found to take possession of, and remove the Collateral, all without liability on the part of Lender or its agents and servants from for such entry or for property or other damage; (vi) sell any or all of the PropertyCollateral, at public or private sale, without liability notice to Borrower or advertisement or otherwise, for trespasscash or on credit, damages or otherwise and exclude Borrower and as the Lender may elect, at its agents or servants wholly therefromoption, and take possession of Lender reserves the Property right to bid and all booksbecome the purchaser at any such sale; (vii) notify, 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 Lender's own name, or in the name of the Borrower, all obligors of Borrower and demand, sue collect, receive, receipt for, sue, xxmpromise and give acquittance for, any and all amounts due to Borrower on contracts and credits; (viii) direct Borrower to assemble the Collateral and deliver it to Lender, at Borrower's expense, at a place designated by Lender which is reasonably convenient to Lender and Borrower; and/or (ix) hold, appropriate, apply or set-off any and all moneys, credits, indebtedness due from Lender, its affiliates, parents or subsidiaries, to Borrower or any Suppliers of any item of inventory or other property of or belonging to borrower which is or comes into possession of Lender, its affiliates, parents or subsidiaries. b. Borrower shall pay all reasonable costs of Lender incurred in the collection of any of the Obligations owed Lender by Borrower and for or otherwise collect and receive all Rents and sums due under xxl Lease Guarantiesthe enforcement of any Obligations of Borrower to Lender, including those past due reasonable attorney's fees and unpaid with full power legal expenses. The foregoing remedies shall not be deemed exclusive or alternative but shall be cumulative and in addition to make from time all other remedies in favor of Lender existing at law or in equity. Notwithstanding the foregoing and in addition, thereto, if Borrower fails to time all alterationsperform any of its obligations hereunder, renovations, repairs or replacements thereto or thereof as Lender may deem proper perform the same, but shall not be obligated to do so, for the account of Borrower, and may apply Borrower shall immediately repay to Lender any amounts paid by Lender in such performance together with interest thereon at the Rents and sums received After Maturity Rate specified in the Schedule of Terms. c. Any proceeds realized by Lender upon the sale or other disposition of the Collateral pursuant to any Lease Guaranties this Section 8 may be applied by Lender to the payment of the following reasonable expenses of retaking, holding, preparing for sale, selling and the like, including reasonable attorney's fees and legal expenses, and any balance of such proceeds may be applied by Lender toward the satisfaction of Borrower's Obligations in such order and proportion of application as Lender may in its sole discretion may determine, . Any surplus shall be paid to Borrower. Borrower shall be liable for and shall promptly pay on demand any law, custom or use to the contrary notwithstanding: (a) all expenses deficiency resulting from any such disposition 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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 otherwiseCollateral.

Remedies of Lender. Upon or at any time after the occurrence and during the continuation of a an Event of Default (a “Default”), the license granted to Borrower Assignor 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 notice and 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 Assignor and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude Borrower Assignor 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 xxx for or otherwise collect and receive all Rents and sums due under xxl 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 may seem proper to 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' ’ fees. In addition, upon the occurrence and during the continuation of an Event of a 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 BorrowerAssignor, including, without limitation, the right to negotiate, execute, cancel, enforce or modify any Leases, obtain and evict tenants, and demand, sue xxx for, collect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, and (3) either require Borrower Assignor to (x) 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 Assignor or (4y) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower Assignor may be evicted by summary proceedings or otherwise.

Remedies of Lender. (a) Upon or at any time after the occurrence of an Event of Default, Lender shall have the license granted following rights and remedies, all of which are cumulative, in addition to all other rights and remedies provided under the Loan Documents, or any other agreement between Borrower and Lender, or otherwise available at law or in Section 2.1 equity or by statute: (i) Lender may, at any time without notice, either in person, by agent or by a court-appointed receiver, regardless of the adequacy of Lender's security, enter upon and take possession and control of the Mortgaged Estate, or any part thereof, to perform all acts necessary and appropriate to operate and maintain the Mortgaged Estate including, but not limited to, execute, cancel or modify the Leases, make repairs to the Mortgaged Estate, execute or terminate contracts providing for the management or maintenance of the Mortgaged Estate, all on such terms as are deemed best to protect the security of this Assignment, in Lender's sole discretion, and in Lender's or Borrower's name, sue fxx xx otherwise collect such Rents from xhe Morxxxxxx Xstate as specified in this Assignment as the same become due and payable, including, but not limited to, Rents then due and unpaid; and (ii) Lender shall automatically be revokeddeemed to be the creditor of each Tenant in respect of any assignments for the benefit of creditors and any bankruptcy, arrangement, reorganization, insolvency, dissolution, receivership or other debtor-relief proceedings affecting the Tenant (without obligation on the part of Lender, however, to file timely claims in such proceedings or otherwise pursue creditor's rights therein). (b) All Rents collected subsequent to the occurrence of any Event of Default shall be applied at the discretion of, and in such order as determined by, Lender to the costs, if any, of taking possession and control of and managing the Mortgaged Estate and collecting such amounts, including, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Mortgaged Estate, premiums on insurance policies, taxes, assessments and other charges on the Mortgaged Estate, and the costs of discharging any obligation or liability of Borrower as lessor or landlord of the Mortgaged Estate and to the Secured Obligations. Lender or the receiver shall have access to the books and records used in the operation and maintenance of the Mortgaged Estate and shall be liable to account only for those Rents actually received. Lender shall not be liable to Borrower, anyone claiming under or through Borrower or anyone having an interest in the Mortgaged Estate by reason of anything done or left undone by Lender hereunder. (c) Lender shall have the right to notify all Xxxxxxx xx xx Xvent of Defauxx xxx to direct the Tenants to thereafter pay all Rents to Lender, and Lender shall immediately be entitled to receive the Rents without appointment of a recexxxx xr other court action. All Tenants and guarantors of Leases are hereby authorized to rely upon and comply with any notice from Lender to begin paying the Rents to Lender, and all such Rents paid to Lender shall be in satisfaction of the Tenants' obligations under the Leases, and Borrower shall have no claim against any Tenant for any such Rents paid to Lender pursuant to such notice. (d) If the Rents are not sufficient to meet the costs, if any, of taking possession and control of all Rents and sums due under managing the Mortgaged Estate and collecting the same, any Lease Guaranties, whether or not funds expended by Lender enters for such purposes shall become Secured Obligations. (e) Any entering upon or takes and taking possession and control of the Property. In addition, Mortgaged Estate by Lender may, at its option, without waiving such or the receiver and any application of Rents as provided herein shall not cure or waive any Event of DefaultDefault or invalidate any other right or remedy of Lender. (f) Borrower hereby represents and agrees that it is and will be the sole owner xx xxx entire landlord's interest (or Tenant's interest in the case of Leases with respect to which Borrower is txx Xxxant) in all Leases, without regard subject only 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 xxl 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 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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 otherwisePermitted Encumbrances.

Remedies of Lender. Upon If an Event of Default exists, at the option of Lender, exercised by notice to Borrower (which option shall be deemed to be exercised, even if no notice is given, automatically and immediately upon the occurrence of an Event of Default under Section 10.01(f), (g) or (j)), the Maturity Date for all Advances shall be deemed automatically and immediately to occur (the date on which such option is exercised or deemed to be exercised, the “Accelerated Maturity Date”). If Lender exercises or is deemed to have exercised the foregoing option: (a) All Secured Obligations shall become immediately due and payable on and as of the Accelerated Maturity Date, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower. (b) All amounts in the Accounts and all Income paid after the Accelerated Maturity Date shall be retained by Lender and applied in accordance with Article 5. (c) Lender may complete any assignments, allonges, endorsements, powers or other documents or instruments executed in blank and otherwise obtain physical possession of all Records and all other instruments, certificates and documents then held by Custodian under the Custodial Agreement. Lender may obtain physical possession of all Servicing Files, Servicing Records, Servicing Agreement and other files and records of Borrower or Servicer. Borrower shall deliver to Lender such assignments and other documents with respect thereto as Lender shall request. (d) Lender may immediately, at any time after and from time to time, exercise either of the following remedies with respect to any or all of the Collateral: (i) sell such Collateral on a servicing-released basis in a recognized market and by means of a public or private sale at such price or prices as Lender accepts, and apply the net proceeds thereof in accordance with Article 5, or (ii) retain such Collateral and give Borrower credit against the outstanding principal and interest in respect of Advances allocable to such Collateral (or if the amount of such credit exceeds the outstanding principal and interest in respect of Advances allocable to such Collateral, to other Secured Obligations due and any other amounts then owing to Lender by any other Person pursuant to any Loan Document, in such order and in such amounts as determined by Lender), in an amount equal to the Market Value of such Collateral. Until such time as Lender exercises either such remedy with respect to Collateral, Lender may hold such Collateral for its own account and retain all Income with respect thereto. (e) The Parties agree that the Collateral is of such a nature that it may decline rapidly in value, and may not have a ready or liquid market. Accordingly, Lender shall not be required to sell Collateral on a particular Business Day, to the same purchaser or in the same manner. Lender may determine whether, when and in what manner Collateral shall be sold, it being agreed that both a good faith public and a good faith private sale shall be deemed to be commercially reasonable. Lender shall not be required to give notice to Borrower or any other Person prior to exercising any remedy in respect of an Event of Default. If no prior notice is given, Lender shall give notice to Borrower of the remedies exercised by Lender promptly thereafter. (f) Lender shall have the right to direct Servicer to remit all collections on the Mortgage Loans to Lender, and if any such payments are received by Borrower, Limited Guarantor or Servicer, Borrower shall not and shall not permit Limited Guarantor or Servicer to commingle the amounts received with other funds of Borrower, Limited Guarantor or Servicer and shall promptly pay them over to Lender. Lender shall also have the right to terminate Servicer with or without cause. In addition, Lender shall have the right to immediately sell the Collateral and liquidate all Collateral. Such disposition of Collateral may be, at Lender’s option, on a servicing-released basis. Lender shall not be required to give any warranties as to the Collateral with respect to any such disposition thereof. Lender may specifically disclaim or modify any warranties of title or the like relating to the Collateral. The foregoing procedure for disposition of the Collateral and liquidation of the Collateral shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Borrower agrees that it would not be commercially unreasonable for Lender to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets similar to the Collateral, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Lender shall be entitled to place the Collateral in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Lender shall also be entitled to sell any or all of such Collateral individually for the prevailing price. Lender shall also be entitled, to elect, in lieu of selling all or a portion of such Collateral, to give Borrower credit for such Collateral in an amount equal to the Market Value of the Collateral against the aggregate unpaid Secured Obligations. (g) Upon the occurrence of one or more Events of Default, Lender may apply any proceeds from the liquidation of the Collateral to the Secured Obligations in the manner Lender deems appropriate. (h) Borrower shall be liable to Lender for (i) any amount by which the Secured Obligations due to Lender exceed the aggregate of the net proceeds and credits referred to in the preceding clause (d), (ii) the amount of all actual out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Lender in connection with or as a consequence of an Event of Default, (iii) any costs and losses payable under Section 12.03, and (iv) any other actual loss, damage, cost or expense resulting from the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment shall automatically be revoked, and . (i) Lender shall immediately be entitled to possession an injunction, an order of all Rents specific performance or other equitable relief to compel Borrower to fulfill any of its obligations as set forth in the Loan Documents, including this Article 10, if Borrower fails or refuses to perform its obligations as set forth herein or therein. (j) Borrower hereby appoints Lender as attorney-in-fact of Borrower for purposes of carrying out the Loan Documents and sums due Lender’s rights under this Section 10.02, including executing, endorsing and recording any Lease Guarantiesinstruments or documents and taking any other actions that Lender deems necessary or advisable to accomplish such purposes (the “Loan Document Purposes”), whether which appointment is coupled with an interest and is irrevocable. Upon the occurrence of a Default or not an Event of Default Lender enters upon or takes control of shall be entitled to use appointment to carry out the Property. In addition, Loan Document Purposes. (k) Lender may, without prior notice to Borrower, exercise any or all of its set-off rights including those set forth in Section 18.17. This Section 10.02(k) shall be without prejudice and in addition to any right of set-off, combination of accounts, Lien or other rights to which any Party is at its option, without waiving such Event any time otherwise entitled. (l) All rights and remedies of Default, without regard to Lender under 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 xxl Lease GuarantiesLoan Documents, including those past due set forth in Section 18.17, are cumulative and unpaid with full power to make from time to time all alterations, renovations, repairs not exclusive of any other rights or replacements thereto or thereof as remedies that Lender may deem proper have and may apply the Rents and sums received pursuant to be exercised at 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 possession of the Property; and (b) the Debt, together with all costs and reasonable attorneys' fees. In addition, upon the occurrence of time when an Event of Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) exercise all Default exists. Such rights and powers remedies may be enforced without prior judicial process or hearing. Borrower agrees that nonjudicial remedies are consistent with the usages of Borrowerthe trade, including, without limitation, are responsive to commercial necessity and are the right result of a bargain at arm’s-length. Borrower hereby expressly waives any defenses Borrower might have to negotiate, execute, cancel, require Lender to enforce its rights by judicial process or modify any Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents otherwise arising from the Property and use of nonjudicial process, disposition of any or all sums xxe under any Lease Guaranties, (3) require Borrower to pay monthly in advance to Lenderof the Collateral, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupancy other election of such part of the Property as may be in possession of Borrower or (4) 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 otherwiseremedies.

Remedies of Lender. Upon or at any time after the occurrence of If an Event of Default, the license granted to Borrower in Section 2.1 of this Assignment Default shall automatically be revoked, have occurred 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 additionis continuing, Lender may, at its option, with or without waiving notice to any Borrower, exercise any of the following remedies with respect to any Loan or Loan Schedule of such Event of DefaultLender or all related Specified Collateral as described in such Loan Schedule, without regard and the applicable Loan Documents (provided, that any such remedies with respect to the adequacy Specified Collateral shall be exercised solely through the Collateral Agent and any other such remedies shall be exercised through the Servicer): (i) declare any Loan of such Xxxxxx then outstanding to be due and payable in whole, whereupon the principal of each such Loan so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the security for Loan Parties accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the DebtBorrowers; provided, either that notwithstanding anything to the contrary in person this Section 9(b), in the case of any event described in Section 9(a)(vii), (ix) or (x) with respect to any Loan Party, the principal of each Loan then outstanding, together with accrued interest thereon and all fees and other Obligations of the Loan Parties accrued hereunder and under any other Loan Documents, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by agentXxxxxxxx; (ii) proceed at law or in equity to enforce specifically the Loan Parties’ performance or recover damages, nominee including all rights available to Lender (via the Collateral Agent) under the UCC with respect to the related Equipment constituting Specified Collateral of such Lender (whether or attorneynot the UCC applies to the affected Equipment); (iii) require any Borrower to immediately assemble, make available and if requested by Xxxxxx deliver the related Specified Collateral (or, if so requested, any related Items designated by Lender) to Lender at a time and place designated by Lender; (iv) enter, occupy and use any premises, with or without bringing judicial process, where all or any action or proceedingpart of the Equipment constituting Specified Collateral of such Lender, or by a receiver appointed by a courtthe books and records relating exclusively thereto, dispossess Borrower or both, are located, to take possession of all or any part of such Equipment or the books and its agents records relating exclusively thereto, or both, to remove all or any part of such Equipment or the books and servants from the Propertyrecords relating exclusively thereto, or both, and to operate or conduct sales of such Equipment, without liability any obligation to pay any Borrower for trespasssuch use and occupancy; (v) use any Borrower’s premises for storage without rent or liability; (vi) dispose of the related Specified Collateral or such Items constituting the same at private or public sale, damages in bulk or otherwise and exclude Borrower and its agents in parcels, with or servants wholly therefromwithout notice except to the extent required by applicable law, and if notice is required by law such requirements of reasonable notice shall be met if such notice is mailed to any Borrower at its address set forth on the first page hereof or to the most current address designated by such Borrower to Lender in writing at least ten (10) calendar days before the time of the public sale or the time after which any other Disposition is to be made; (vii) disable or keep idle all or part of such Specified Collateral and, at Xxxxxx’s discretion, take possession of the Property Equipment mining operations with respect to such Specified Collateral on Lender’s own behalf with such Equipment; (viii) at Xxxxxx’s sole discretion, remedy such Event of Default for the account of and all books, records and accounts relating thereto and have, hold, manage, lease and operate at the Property on such terms and for such period of time as Lender may deem proper and either with or without taking possession expense of the Property Borrowers; (ix) exercise any rights granted to Lender under any landlord waiver or collateral access agreement; and (x) except as any such remedies are reserved for the Collateral Agent under Section 9(c), exercise any other right or remedy at law or in its own name, demand, sue for equity or otherwise collect and receive all Rents and sums due under xxl Lease Guarantiesbankruptcy, including those past due specific performance or damages for the breach hereof, including Attorney’s Fees and unpaid with full power to make court costs. In the event Lender receives any proceeds from time to time all alterationsthe Disposition of any Specified Collateral, 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 Net Proceeds of such Disposition shall be turned over 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 desirableCollateral Agent, and the cost Collateral Agent shall apply any proceeds it receives from the Disposition of all alterationsany Specified Collateral (including those turned over by a Lender) in accordance with the provisions of Section 3(e)(ii)(3). In the event Lender receives any proceeds from the Disposition of any Collateral or Specified Collateral not constituting such Lender’s Specified Collateral (other than any proceeds received by such Lender as a result of the specified application of proceeds set forth in Sections 3(e) or 3(f)), renovations, repairs or replacementssuch Lender shall turn over such proceeds to the Collateral Agent, and the Collateral Agent shall apply such proceeds (including in each case those turned over by any Lender) in accordance with the provisions of Section 3(e) or Section 3(f), as applicable. In the event that a Lender has exercised remedies set forth in this Section 9(b) and caused the Collateral Agent to dispose of its Specified Collateral and the Net Proceeds of such Specified Collateral are insufficient to pay in full all expenses incident Obligations then owed to taking and retaining possession of such Lender, then such Lender shall retain the Property; and (b) right to direct the DebtCollateral Agent, together with other Lenders that constitute Required Lenders, to exercise remedies pursuant to Section 9(c) with respect to the Collateral (including Mined Cryptocurrency) and any proceeds received by the Collateral Agent in connection therewith shall be applied to the Obligations of all costs Lenders in accordance with the provisions of Section 3(f) (and reasonable attorneys' feesthe claim of any Lender receiving payment pursuant to such application shall be reduced only by the amount actually received by any such Lender). In additionIf Lender shall, upon including by exercising any right of set-off or counterclaim or otherwise, receive any Net Proceeds in respect of any Collateral or Specified Collateral, Lender shall deliver 100% of such Net Proceeds to the occurrence Collateral Agent for application to the Obligations in accordance with the requirements of an Event of DefaultSections 3(e), Lender3(f), at its option9(b) and 9(c) hereof, may (1as applicable. Any remedies available to Lender under this Section 9(b) complete any construction shall be limited to the Loans and Specified Collateral as set forth on the Property in applicable Loan Schedule(s) to which such manner and form as Lender deems advisable, (2) 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 xxe under any Lease Guaranties, (3) 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 (4) 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 otherwiseis a party.

Remedies of Lender. 4.1 (a). Upon or at any time after the occurrence of an Event of Default, the license granted to Borrower in Section 2.1 3.2 of this Assignment shall automatically be revoked, and Lender shall shall, subject to the rights of senior lenders and the terms of the Ground Lease, immediately be entitled to possession of all Rents and sums due under payable pursuant to any Lease Guarantiesof the Assigned Property, whether or not Lender enters upon or takes control of the Property. In addition, Lender may, upon or at its optionany time after the occurrence of an Event of Default, without waiving such Event of Default, to the extent permitted by law and subject to the rights of senior lenders and the terms of the Ground Lease, without notice and without regard to the adequacy of the security for the Debt, either in person or by agent, nominee or attorneyobligations of Borrower to Lender, with or without bringing any action or proceeding, either in person or by agent, nominee, attorney, or a receiver appointed by a court, Lender, at its option, may 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, therefrom and take possession of the Property and all books, records records, and accounts relating thereto without liability for trespass, damages, or otherwise. Thereafter, Lender may, subject to the rights of senior lenders and the terms of the Ground Lease, have, hold, manage, lease 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 Property, in its own name, demand, sue for for, or otherwise collect and receive all Rents and other sums due under xxl Lease Guarantiespayable pursuant to any of the Assigned Property, including those past due and unpaid unpaid, with full power to make from time to time all alterations, renovations, repairs repairs, or replacements thereto or thereof as may seem proper to Lender. Lender may deem proper and may apply the Rents and sums received pursuant to any Lease Guaranties of the Assigned Property 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: (ai) all expenses of managing and securing the Property, including, without being limited theretolimitation, the salaries, fees fees, and wages of a managing agent and such other employees or agents as Lender may deem necessary or desirable and desirable; (ii) all expenses of operating and maintaining the Property, including, without being limited theretolimitation, all utility charges, taxes, and other charges, claims, assessments, water charges, sewer rents and any other liens, charges, and premiums for all insurance expenses which Lender may deem necessary or desirable, and ; (iii) the cost of all alterations, renovations, repairs repairs, or replacements, and ; (iv) all expenses incident to taking and retaining possession of the Property; and (bv) the Debtobligations of Borrower to Lender, together with all costs and reasonable attorneys' attorney fees. 4.1 (b). In addition, upon the occurrence of an Event of Default, Lender, at its optionoption may, may subject to the rights of senior lenders and the terms of the Ground Lease (1i) complete any construction on the Property in such manner and form as Lender deems advisable, ; (2ii) exercise all rights and powers of Borrower, including, without limitation, the right to enter into, negotiate, execute, cancel, enforce enforce, or modify any Leases, obtain and evict tenants, and demand, sue for, collect collect, and receive all Rents from the Property and all sums xxe payable under any Lease Guaranties, the Assigned Property; (3iii) either 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 possession of Borrower Borrower, or (4) 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.

Remedies of Lender. Upon or at any time after the occurrence of an Event of DefaultDefault and prior to the acceptance of a cure thereof by Lender, 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. Upon the acceptance of a cure by Lender of any such Event of Default, the licensed granted to Borrower in Section 2.1 of this Agreement shall be reinstated. 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 xx otherwise collect and receive all Rents and sums due under xxl 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 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 (1i) complete any construction on the Property in such manner and form as Lender deems advisable, (2ii) 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 xollect and receive all Rents from the Property and all sums xxe due under any Lease Guaranties, (3iii) either 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 (4iv) 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.

Remedies of Lender. Upon or the occurrence of any such Event of Default and at any time after thereafter during the occurrence continuance of an such Event of Default: 8.2.1 Lender may, by written notice to Bxxxxxxx, declare the license granted entire principal amount of the Note forthwith to be due and payable, whereupon such Note shall become forthwith due and payable, both as to principal and interest, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Note to the contrary notwithstanding and any obligation of Lender to extend further credit pursuant to any of the terms hereof shall immediately terminate. 8.2.2 Lender may enter upon the Premises and construct, equip and complete the Project in accordance with the Property Improvement Plan, with such changes therein as Lender may, from time to time in its reasonable discretion, deem appropriate, all at the risk, cost and expense of Borrower; (b) shall have the right at any and at all times to discontinue any work with respect to the improvements commenced by Borrower or by Lender or to change any course of action undertaken by Borrower or by Lender without being bound by any limitations or requirements of time, whether set forth herein or otherwise; and (c) shall have the right and power (but shall not be obligated) to assume any construction contract made by Borrower in Section 2.1 any way relating to the Project and to take over and use all or any part or parts of this Assignment shall automatically be revokedthe labor, materials, supplies and Lender shall immediately be entitled to possession of all Rents and sums due under any Lease Guarantiesequipment contracted for by Borrower, whether or not Lender enters upon or takes control previously incorporated into the improvements, all in the reasonable discretion of the PropertyLender. In additionconnection with any construction pursuant to the provisions of this Section, Lender may engage builders, contractors, architects, engineers and others for the purpose of furnishing labor, materials and equipment in connection with the improvements; may pay, settle or compromise all bills or claims which are or may become liens against the improvements and/or the Premises or which have been or shall be incurred in any manner in connection with constructing, equipping and completing the Project; and may take such action hereunder, or refrain from acting hereunder, as Lxxxxx 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 namereasonable discretion, demand, sue for or otherwise collect and receive all Rents and sums due under xxl 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 determine 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 be necessary or desirable to carry out the intent of this paragraph. All sums paid or incurred by Lender directly or indirectly in connection with constructing, equipping and all expenses completing the improvements, whether the same shall be paid or incurred pursuant to the provisions of operating and maintaining the Propertythis paragraph or otherwise, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which shall be repaid by Borrower to Lender may deem necessary or desirable, and the cost of all alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining 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 (1) complete any construction on the Property in such manner and form as Lender deems advisable, (2) 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 forwith interest at the highest rate as is provided in the Note to the date of payment, collect and receive all Rents from the Property and all sums xxe under any Lease Guaranties, (3) 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 (4) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereofuntil so repaid, Borrower may shall be evicted secured by summary proceedings or otherwise.the Mortgage. BankNewport/PHR Cherry Propco, LLC