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201508664
<br />9. Indemnification of Lender. Borrower hereby agrees to indemnify, defend,
<br />protect and hold Lender harmless from and against any and all liability, loss, cost, expense or
<br />damage (including reasonable attorney fees) that Lender may or might incur under the Leases or
<br />by reason of this Assignment unless such liability, loss, cost, expense or damage is caused by the
<br />gross negligence, willful misconduct or bad faith of the Lender. Such indemnification shall also
<br />cover any and all claims and demands that may be asserted against Lender under the Leases or
<br />this Assignment unless such liability, loss, cost, expense or damage is caused by the gross
<br />negligence, willful misconduct or bad faith of the Lender. Nothing in this section shall be
<br />construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any
<br />liability upon Lender, including, without limitation, any liability under covenants of quiet
<br />enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in
<br />any action to foreclose the Mortgage and shall have been barred thereby of all right, title,
<br />interest, and equity of redemption in the Property. This Assignment imposes no liability upon
<br />Lender for the operation and maintenance of the Property or for carrying out the terms of any
<br />Lease before Lender has entered and taken possession of the Property. Any loss or liability
<br />incurred by Lender by reason of actual entry and taking possession under any Lease or this
<br />Assignment or in the defense of any claims shall, at Lender's request, be immediately
<br />reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided
<br />in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of
<br />possession, collect the Rents and apply them to reimbursement for any such loss or liability. The
<br />provisions of this Section 9 shall survive repayment of the Obligations and any termination or
<br />satisfaction of this Assignment.
<br />10. Additions to., Changes in and Replacement of Obligations. Lender may take
<br />security in addition to the security already given Lender for the payment of the Obligations or
<br />release such other security, and may release any party primarily or secondarily liable on the
<br />Obligations, may grant or make extensions, renewals, modifications or indulgences with respect
<br />to the Obligations or the Mortgage and replacements thereof, which replacements of the
<br />Obligations or the Mortgage may be on the same terms as, or on terms different from, the present
<br />terms of the Obligations or the Mortgage, and may apply any other security held by it to the
<br />satisfaction of the Obligations, without prejudice to any of its rights hereunder.
<br />11. Power of Attorney. In furtherance of the purposes of this Assignment, Borrower
<br />hereby appoints Lender as Borrower's attorney -in -fact, with full authority in the place of
<br />Borrower, at the option of Lender at any time after the occurrence of an Event of Default, and in
<br />the name of Borrower or Lender, to (a) collect, demand and receive the Rents and other amounts
<br />payable under any Lease, (b) bring suit and take other action to enforce the Leases, (c) enforce,
<br />supplement, modify, amend, renew, extend, terminate and otherwise administer the Leases and
<br />deal with Lessees in relation to the Leases, (d) give notices, receipts, releases and satisfactions
<br />with respect to the Leases and the Rents and other amounts payable under any Lease, and (e)
<br />take such other action as Lender may reasonably deem necessary or advisable in connection with
<br />the exercise of any right or remedy or any other action taken by Lender under this Assignment.
<br />12. No Mortgagee in Possession; No Other Liability. The acceptance by Lender of
<br />this Assignment, with all of the rights, power, privileges and authority so created, shall not, prior
<br />to entry upon and taking of possession of the Property by Lender, be deemed or construed to: (a)
<br />constitute Lender as a mortgagee in possession nor place any responsibility upon Lender for the
<br />51667707.2
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