Owner hereby absolutely and unconditionally transfers, sets over and assigns to MetLife all of Owner’s rights, title, interests and benefits in and to the Management Agreement. This is an absolute assignment, not an assignment for security only; provided, however, until the occurrence of an Event of Default (as defined in the Loan Agreement), Owner shall have a license to retain all rights, title, interests and benefits under the Management Agreement, and provided further that said assignment shall not be construed to impose any liability or obligation on MetLife. Upon the occurrence and during the continuance of any such Event of Default, such license shall be deemed immediately, and shall remain, revoked. Manager and Owner acknowledge and agree that if Owner defaults beyond any applicable notice and cure period in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Owner to be performed or observed, then, without limiting MetLife’s other rights or remedies under this Agreement or the other Loan Documents, the Environmental Indemnity or the Guaranty (as such terms are defined in the Loan Agreement), if any, and without waiving or releasing Owner from any of its obligations under the Loan Documents, the Environmental Indemnity or under the Management Agreement, MetLife shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Owner to be performed or observed.