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200102662 transmit such Rents to Lender in the form received by Assignor. In such event, Assignor shall not commingle such funds with any funds of Assignor. Any Rents which accrue prior to a Default but are paid thereafter shall also be paid to Lender. Nothing contained in this Assignment and no act done or omitted by the Lender pursuant to the powers and rights granted it hereunder shall be deemed to be a waiver by the Lender of its rights and remedies under the Loan Documents, and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by the Lender under the terms of the Loan Documents. IN THE EVENT OF A DEFAULT HEREUNDER, THIS ASSIGNMENT SHALL CONSTITUTE A DIRECTION AND FULL AUTHORITY TO ALL TENANTS OF THE PREMISES, AND GUARANTORS OF THE LEASES, TO PAY ALL RENTS TO LENDER WITHOUT RELYING UPON PROOF OF DEFAULT. ASSIGNOR PRESENTLY AND IRREVOCABLY AUTHORIZES ALL TENANTS OF THE PREMISES AND ALL GUARANTORS OF THE LEASES TO RELY UPON AND COMPLY WITH ANY NOTICE OR DEMAND BY LENDER FOR THE PAYMENT TO LENDER OF ANY RENTS DUE OR TO BECOME DUE. ASSIGNOR SHALL HAVE NO CLAIM AGAINST TENANTS OR ANY GUARANTORS OF THE LEASES FOR ANY RENTS PAID BY TENANTS OR THE GUARANTORS TO LENDER AS PROVIDED IN THE DEMAND OR NOTICE OF LENDER. 5.4 EXCULPATION. Except as otherwise set forth in this paragraph, the liability ofthe Borrower and the Responsible Parties (as that term is defined in the Loan Documents) under the Loan Documents shall be limited to, and satisfied from, the Property and the proceeds thereof, the rents and all other income arising from the Property, and any other assets of Borrower related to the Property (collectively referred to as the "Collateral ") which are given as collateral for the Note. Nothing contained in this paragraph shall (i) preclude Lender from foreclosing the lien of this Instrument or from enforcing any of its rights or remedies under the Loan Documents; (ii) limit the right ofLender to name Borrower as a party defendant in any action brought under Loan Documents so long as execution on any judgment is limited to the Collateral, and (iii) prohibit Lender from pursuing all of its rights and remedies against any guarantor, if any. Notwithstanding the above, the Lender shall have the right to pursue recourse liability against the Borrower and the Responsible Parties, jointly, severally, and unconditionally, in the event of (a) fraud, waste, misappropriation or misapplication of funds, willful misrepresentation, or willful damage to the Property; (b) the filing of a petition in bankruptcy, whether voluntary or involuntary (and not dismissed within sixty (60) days), or a petition or answer seeking any reorganization, arrangement, composition, liquidation, dissolution, or similar relief under the bankruptcy laws of the United States or under any other similar federal, state, or other statute relating to relief from indebtedness, or a receiver, trustee, of liquidator should be approved with respect to the Borrower, the Property (or any part thereof), or the Collateral; 1048116.2 7