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201400400 <br />contract with Borrower or Lender to pay all amounts owing under the <br />Lease and any other lease, contract, concession, license or other agreement <br />to Lender without proof of the default relied upon. The Lessee under the <br />Lease or any other tenant or third party is hereby irrevocably authorized to <br />rely upon and comply with (and shall be fully protected by Borrower in so <br />doing) any request, notice or demand by Lender for the payment to Lender <br />of any Rents (other than Excepted Payments consisting of proceeds of <br />public liability insurance) or other sums which may be or thereafter <br />become due under its lease, contract, concession, license or other <br />agreement, or for the performance of any undertakings under any such <br />lease, contract, concession, license or other agreement, and shall have no <br />right or duty to inquire whether any default under this Security Instrument <br />or under any of the othcr Loan Documents has actually occurred or is then <br />existing. Borrower hereby constitutes and appoints each of Lender and <br />Trustee, their respective assignees, successors, transferees and nominees, <br />as Borrower's true and lawful attorney -in -fact and agent, with full power <br />of substitution in the Mortgaged Property, in Borrower's name, place and <br />stead, during an Event of Default, to do or permit any one or more of the <br />foregoing described rights, remedies, powers and authorities, successively <br />or concurrently, and said power of attorney shall be deemed a power <br />coupled with an interest and irrevocable so long as any portion of the Debt <br />is outstanding. Trustee shall not exercise the power of attorney set forth <br />herein except as directed by Lender to do so in writing. Any money <br />advanced by Lender in connection with any action taken under this <br />subparagraph (viii), together with interest thereon at the Default Rate from <br />the date of making such advancement by Lender until actually paid by <br />Borrower, shall be a demand obligation owing by Borrower to Lender and <br />shall be secured by this Security Instrument and by every other instrument <br />securing all or any portion of the Debt; <br />(ix) with or without taking possession of the Mortgaged <br />Property, sue or otherwise collect the Rents (other than Excepted <br />Payments consisting of proceeds of public liability insurance), including <br />those past due and unpaid; and <br />(x) exercise any other right or remedy available hereunder, <br />under any of the other Loan Documents or at law or in equity. <br />In the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged <br />Property, this Security Instrument shall continue as a lien on the remaining portion of the <br />Mortgaged Property. <br />(b) The proceeds of any sale under this Security Instrument shall be <br />applied, to the extent funds are so available, to the following items in the <br />following order of priority: <br />