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<br />e. Assignor shall: (i) inform Lender, in writing, of any assertion of
<br />any material claims, offsets or counterclaims under the Lease; and (ii) furnish to and inform
<br />Lender of all material adverse information relating to or affecting the Lease.
<br />f. Assignor has and shall observe, perform and discharge, duly and
<br />punctually, all and singular the obligations, terms, covenants, conditions and warranties of the
<br />Lease, on the part of Assignor to be kept, observed and performed, and shall give prompt
<br />notice to Lender of any failure on the part of Assignor to observe, perform and discharge
<br />same, and shall appear in and defend any action or proceeding arising under, occurring out of,
<br />or in any manner connected with the Lease or the obligations, duties or liabilities of Assignor
<br />and /or Lessor thereunder, and, upon request by Lender, will do so in the name and behalf of
<br />Lender but at the expense of Assignor, and shall pay all costs and expenses of Lender,
<br />including reasonable attorneys' fees in any action or proceeding in which Lender may appear.
<br />g. No breach, default or event of default by Assignor has occurred
<br />under the Lease which has not been cured and no event or circumstance now exists which,
<br />with the passage of time or the giving of notice or both, would constitute a breach, default or
<br />event of default under the Lease.
<br />h. Assignor hereby agrees that Lender shall not be liable in any way
<br />for any injury or damage to person or property sustained by any person or persons, firm or
<br />corporation in or about the Property, except any of the foregoing which result from the gross
<br />negligence and /or willful misconduct of Lender while in possession of, or otherwise while on
<br />or about, the Property, and shall not be deemed to have assumed any obligation, duty or
<br />liability under the Lease by reason of this Assignment.
<br />i. Assignor hereby agrees to indemnify and hold Lender, and its
<br />officers, directors, agents and /or representatives harmless of, from and against any and all
<br />liability, loss, damage or expense which Lender may incur by reason of this Assignment,
<br />except any of the foregoing which result from the gross negligence or willful misconduct of
<br />Lender. Should Lender incur any such liability, loss, damage or expense, the amount thereof
<br />(including reasonable attorneys' fees) shall be payable by Assignor.
<br />j. The failure of Lender to avail itself of any of the terms,
<br />covenants and conditions of this Assignment for any period of time or at any time or times,
<br />shall not be construed or deemed to be a waiver by Lender of any of its rights and remedies
<br />hereunder. The rights and remedies of Lender under this Assignment are and shall be
<br />cumulative and in addition to any and all rights and remedies available to Lender under the
<br />Note, the Loan Agreement and the other Loan Documents.
<br />k. Upon final payment in full of all of the Obligations, this
<br />Assignment shall be terminated and shall be of no further effect, and Lender shall, upon
<br />demand by Assignor, execute a release to be filed of record at Assignor's sole cost and
<br />expense.
<br />003.300667.1 -3-
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