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20 150207E
<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 except for
<br />liabilitythat a court of competent jurisdiction determines is caused by the gross
<br />negligence or willful misconduct of the Lender.
<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 reasonable attorneys' fees) which Lender might incur
<br />or suffer under the Leases or by reason of this Assignment, and of and from any and all
<br />claims and demands whatsoever which may be asserted against Lender by reason of any
<br />alleged obligation or undertaking on Lender's part to perform or discharge any of the
<br />terms, covenants or agreements contained in any of the leases, except for liability, loss,
<br />damages, costs or expenses (including reasonable attorney's fees) that a court of
<br />competent jurisdiction determines is caused by the gross negligence or willful
<br />misconduct of the Lender.
<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 reasonable attorneys' fees)
<br />under the Leases or by reason of this Assignment, or in the defense of any such claims or
<br />demands, the amount of such liability, loss, damage, cost, expense, and reasonable
<br />attorneys' fees, shall be secured by this Assignment and the Loan Documents, and
<br />Borrower shall pay the same to Lender upon demand by Lender, except for liability, loss,
<br />damages, costs or expenses (including reasonable attorney's fees) that a court of
<br />competent jurisdiction determines is caused by the gross negligence or willful
<br />misconduct of the Lender. Upon failure of Borrower to so pay Lender, Lender may, at
<br />Lender's option, declare all sums secured by this Assignment and the Loan Documents
<br />immediately due and payable and exercise any other remedy available at law 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
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