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20130030E
<br />independent contractors as Lender may deem necessary or desirable, and
<br />all expenses of operating and maintaining the Property, including, without
<br />limitation, all taxes, charges, claims, assessments, water rents, sewer rents,
<br />any other liens, premiums for all insurance which Lender may deem
<br />necessary or desirable, the cost of all alterations, renovations, repairs or
<br />replacements, and all expenses incident to taking and retaining possession
<br />of the Property.
<br />(f) Relationship. Nothing contained in this Assignment shall be construed as
<br />constituting Lender as trustee or "mortgagee in possession."
<br />7. Exculpation. Lender shall not directly or indirectly be liable to Borrower or any other
<br />person as a consequence of the exercise of the powers granted to Lender in this
<br />Assignment, or as a result of Lender's exercise of Lender's rights in the event of a
<br />Default, and no such liability shall be asserted or enforced against Lender, all such
<br />liability being expressly waived and released by Borrower, and Borrower indemnifies
<br />Lender and holds Lender harmless from and against all such liability.
<br />Lender shall not be obligated to perform or discharge any obligation, duty, or liability of
<br />Borrower under the Leases, or by reason of this Assignment. Borrower hereby
<br />indemnifies and holds Lender harmless from and against any and all liability, loss,
<br />damage, cost or expense (including attorneys' fees) which Lender might incur or suffer
<br />under the Leases or by reason of this Assignment, and of and from any and all claims and
<br />demands whatsoever which may be asserted against Lender by reason of any alleged
<br />obligation or undertaking on Lender's part to perform or discharge any of the terms,
<br />covenants or agreements contained in any of the leases.
<br />Lender shall not be liable for any loss sustained by Borrower or any third party resulting
<br />from Lenders' failure to lease the Property after a Default or from any other act or
<br />omission of Lender in managing the Property after Default. Should Lender incur or
<br />suffer any liability, loss, damage, cost or expense (including attorneys' fees) under the
<br />Leases or by reason of this Assignment, or in the defense of any such claims or demands,
<br />the amount of such liability, loss, damage, cost, expense, and attorneys' fees, shall be
<br />secured by this Assignment and the Loan Documents, and Borrower shall pay the same to
<br />Lender upon demand by Lender. Upon failure of Borrower to so pay Lender, Lender
<br />may, at Lender's option, declare all sums secured by this Assignment and the Loan
<br />Documents immediately due and payable and exercise any other remedy available at law
<br />or in equity.
<br />It is further understood that this Assignment shall not operate to place responsibility for
<br />the control, care, management or repair of the Property upon Lender, nor for the carrying
<br />out of any of the terms and conditions of the Leases; nor shall it operate to make Lender
<br />responsible or liable for any waste committed on the Property by the lessees or any other
<br />parties, or for any dangerous or defective condition of the Property, or for any negligence
<br />in the management, upkeep, repair or control of the Property resulting in loss or injury or
<br />death of any lessee, licensee, employee, invitee or other person.
<br />8. Foreclosure. Upon issuance of a deed or deeds pursuant to any judicial or non judicial
<br />foreclosure of the Security Instrument, all right, title and interest of Borrower in and to
<br />the Leases shall, by virtue of this Assignment, vest in and become the absolute property
<br />of the grantee or grantees of such deed or deeds without any further act or assignment by
<br />Borrower. Borrower hereby irrevocably appoints Lender, and its successors and assigns,
<br />as its attorney in fact, to execute all instruments of assignment or further assurance in
<br />favor of such grantee or grantees of such deed or deeds, as may be necessary or desirable
<br />for such purpose.
<br />Nothing contained in this Assignment shall prevent Lender from terminating any
<br />subordinate Lease through such foreclosure, subject to any written agreement now or
<br />hereafter made by Lender in Lender's discretion to recognize the rights of any lessee if
<br />such lessee is not in default under its Lease.
<br />9. Loan Documents. This Assignment is supplementary to, and not in substitution or
<br />derogation of, any of the provisions of the other Loan Documents. To the extent that this
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