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200400544
<br />otherwise fails to perform any of the terms and provisions of this Assignment or any
<br />of the Secured Obligations.
<br />5) Any failure or forbearance by Lender to exercise any of Lender's rights or remedies
<br />hereunder shall not constitute a waiver of such rights and remedies or otherwise
<br />prevent Lender from exercising such rights and remedies in the future.
<br />6) Any right, power or authority granted Lender hereunder may be exercised either
<br />personally or by its attorney or agent without bringing any action or proceeding, or by
<br />a receiver to be appointed by a court, at the discretion of Lender, without regard to the
<br />adequacy of any security for any indebtedness of Borrower to Lender and without
<br />taking possession of the Real Property.
<br />7) Lender shall not incur any liability for failing to exercise any right, power or authority
<br />granted hereby, or for any action taken in the good faith exercise of any such right,
<br />power or authority. Lender shall have no liability to Borrower, or to any other person,
<br />for any damage suffered by the Real Property or Personal Property unless directly
<br />caused by the willful misconduct or gross negligence of Lender. Lender shall have no
<br />responsibility for the actions of any tenant or occupant of the Real Property, whether
<br />such tenant or occupant shall be obtained by Borrower, Lender or Lender's agent.
<br />Borrower hereby agrees to indemnify and hold Lender harmless from and against any
<br />and all claims, causes of action, losses, damages or expenses which Lender might
<br />incur under or by reason of this Assignment, or for any action taken by Lender
<br />hereunder (except for damages directly caused by the willful misconduct or gross
<br />negligence of Lender), with interest thereon at the highest default rate set forth in the
<br />Note or any other note(s) secured hereby. THE PROVISIONS OF THIS
<br />PARAGRAPH 7 SHALL SURVIVE THE PAYMENT OF THE SECURED
<br />OBLIGATIONS.
<br />8) Borrower shall execute and deliver to Lender any and all instruments that Lender may
<br />deem necessary and desirable to further implement the provisions of this Assignment.
<br />9) This Assignment shall not prevent Lender from pursuing any remedy which it may
<br />have under the Secured Obligations or under law. The collection and application of
<br />the Rents, or the exercise of any other right, power or authority hereunder by Lender,
<br />shall not cure or waive any default, or declaration or notice of default, under any of
<br />the Secured Obligations or affect any foreclosure proceeding predicated thereon.
<br />10) Borrower hereby instructs all present and future tenants and occupants of the Real
<br />Property to pay all amounts now or hereafter due Borrower under each of the Leases
<br />to Lender upon receipt of notice from Lender to so pay the same.
<br />11) Borrower warrants and represents that (i) Borrower has good title to the Leases and
<br />Rents and good right to assign the same, and that no other person and /or entity has
<br />any right, title or interest therein, (ii) Borrower has duly and punctually performed all
<br />of Borrower's obligations under the Leases; (iii) Borrower has disclosed to Lender all
<br />Leases; (iv) the Leases are valid and unmodified except as specifically disclosed to
<br />Lender in writing on or before the date of this Assignment; (v) Borrower has not
<br />previously sold, assigned, transferred, mortgaged or pledged the Leases or Rents; (vi)
<br />none of the Rents owing for any period after the date hereof have been collected and
<br />payment of any future Rents has not otherwise been anticipated, waived, released,
<br />discounted, set -off, discharged or compromised; (vii) Borrower has not received any
<br />funds or deposits from any lessee for which credit has not already been made on
<br />Borrower's accounts; and (viii) none of the lessees under the Leases is in default of
<br />any of the terms thereof.
<br />12) Borrower warrants and represents that Borrower shall not, without the prior written
<br />consent of Lender, (i) further pledge, transfer, mortgage or otherwise encumber or
<br />assign any of the Leases or Rents; (ii) waive, excuse, discount, set -off, compromise,
<br />cancel, terminate or surrender, or in any manner release or discharge lessees from,
<br />any obligations, covenants, conditions or agreements of any lessee under the Leases
<br />(including the obligation to pay Rents), or modify or in any way alter the terms of any
<br />Assignment of Leases and RentsQUINN.doc 3 of 5
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