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<br />4.14 GRANTOR'S INDEMNITIES. GRANTOR SHALL INDEMNIFY AND HOLD
<br />HARMLESS LENDER FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST,
<br />DAMAGE, OR EXPENSE WHICH LENDER MAY INCUR UNDER OR BY REASON OF THIS
<br />ASSIGNMENT, OR FOR ANY ACTION TAKEN BY LENDER HEREUNDER, OR BY REASON OF
<br />OR IN DEFENSE OF ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE
<br />ASSERTED AGAINST LENDER BY THIRD PARTIES ARISING OUT OF THE LEASES OR WITH
<br />RESPECT TO THE RENTS AND REGARDLESS OF WHETHER THE CLAIMS OR CAUSES OF
<br />ACTION OF WHATEVER NATURE ARE FOUNDED IN WHOLE OR IN PART UPON THE
<br />NEGLIGENCE (EITHER ACT OR OMISSION) OF LENDER, EXCLUSIVE OF LENDER'S OR ITS
<br />OFFICERS', DIRECTORS', AGENTS', EMPLOYEES' AND REPRESENTATIVES' GROSS
<br />NEGLIGENCE OR WILLFUL MISCONDUCT.. IN THE EVENT LENDER INCURS ANY SUCH
<br />LIABILITY, LOSS, COST, DAMAGE, OR EXPENSE, THE AMOUNT THEREOF TOGETHER
<br />WITH ALL REASONABLE ATTORNEYS' FEES SHALL BE PAYABLE BY GRANTOR TO
<br />LENDER IMMEDIATELY, WITHOUT DEMAND, AND SHALL BE DEEMED A PART OF THE
<br />INDEBTEDNESS.
<br />4.15 RENTS FOLLOWING FORECLOSURE. The Rents shall be deemed earned over the
<br />ENTIRE period to which they relate, without regard to when the Rents are paid or collected. Upon the
<br />sale of the Property pursuant to the Loan Documents, by foreclosure or otherwise, any of the Rents which
<br />are properly allocable to a period of time following such sale shall be conveyed to the purchaser at such
<br />sale, and Grantor shall pay the amount thereof immediately upon demand therefor.
<br />4.16 TERMINATION UPON PAYMENT. Upon payment in full of the Indebtedness, and
<br />performance of all obligations secured by the Loan Documents and the Related Documents, and upon
<br />termination of Lender's obligation, if any, to advance funds to Grantor under the Loan Agreement or any
<br />other Loan Document or Related Document as evidenced by a written termination statement signed by
<br />Grantor and Lender, this assignment shall terminate and be of no further force and effect, and all rights,
<br />titles, and interests conveyed pursuant to this assignment shall become vested in Grantor without the
<br />necessity of any further act or requirement by Grantor, Trustee or Lender.
<br />ARTICLE V
<br />GRANTOR'S REPRESENTATIONS AND WARRANTIES
<br />Grantor represents and warrants to Lender as follows.
<br />5.1 TITLE TO PROPERTY AND LIENS OF THIS INSTRUMENT. Grantor lawfully
<br />possesses and holds fee simple title to the Land and the Improvements, and good and marketable title to
<br />the Personal Property, free and clear of any liens, charges, encumbrances, security interests, and adverse
<br />claims whatsoever, subject only to the Permitted Exceptions.
<br />5.2 ZONING. The Property is properly and fully zoned for its intended use and the operation
<br />and use thereof comply with all applicable governmental requirements.
<br />5.3 UTILITIES. The Property has available to its boundaries adequate utilities, including
<br />water supply, storm and sanitary sewage facilities, telephone, gas and electricity, as is required for the
<br />operation of the Property for its intended use.
<br />5.4 COMPLIANCE. Grantor has obtained and shall maintain all consents, approvals,
<br />licenses, permits and certificates of occupancy related to the operation of the Property for its intended use
<br />and as are required by all governmental requirements. The Property complies with all laws, statutes,
<br />ordinances, rules, regulations, orders, determinations, and court decisions, including without limitation
<br />the Americans with Disabilities Act of 1990, as amended, without reliance upon grandfather provisions or
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