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200400545 e) payment of any attorney fees, court costs and expenses incurred by Lender in connection with the exercise of its rights, powers and authority under this Assignment; and f) payment of any sums owing Lender under the Secured Obligations. 4) Notwithstanding that this Assignment is a present assignment, Borrower shall have permission to collect the Rents and manage the Real Property and Personal Property for so long as Borrower duly and promptly performs all of the terms and provisions of this Assignment and all of the Secured Obligations; provided that such permission shall automatically and without notice terminate in the event Borrower breaches or otherwise fails to perform any of the terms and provisions of this Assignment or any of the Secured Obligations. 5) Any failure or forbearance by Lender to exercise any of Lender's rights or remedies hereunder shall not constitute a waiver of such rights and remedies or otherwise prevent Lender from exercising such rights and remedies in the future. 6) Any right, power or authority granted Lender hereunder may be exercised either personally or by its attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court, at the discretion of Lender, without regard to the adequacy of any security for any indebtedness of Borrower to Lender and without taking possession of the Real Property. 7) Lender shall not incur any liability for failing to exercise any right, power or authority granted hereby, or for any action taken in the good faith exercise of any such right, power or authority. Lender shall have no liability to Borrower, or to any other person, for any damage suffered by the Real Property or Personal Property unless directly caused by the willful misconduct or gross negligence of Lender. Lender shall have no responsibility for the actions of any tenant or occupant of the Real Property, whether such tenant or occupant shall be obtained by Borrower, Lender or Lender's agent. Borrower hereby agrees to indemnify and hold Lender harmless from and against any and all claims, causes of action, losses, damages or expenses which Lender might incur under or by reason of this Assignment, or for any action taken by Lender hereunder (except for damages directly caused by the willful misconduct or gross negligence of Lender), with interest thereon at the highest default rate set forth in the Note or any other note(s) secured hereby. THE PROVISIONS OF THIS PARAGRAPH 7 SHALL SURVIVE THE PAYMENT OF THE SECURED OBLIGATIONS. 8) Borrower shall execute and deliver to Lender any and all instruments that Lender may deem necessary and desirable to further implement the provisions of this Assignment. 9) This Assignment shall not prevent Lender from pursuing any remedy which it may have under the Secured Obligations or under law. The collection and application of the Rents, or the exercise of any other right, power or authority hereunder by Lender, shall not cure or waive any default, or declaration or notice of default, under any of the Secured Obligations or affect any foreclosure proceeding predicated thereon. 10) Borrower hereby instructs all present and future tenants and occupants of the Real Property to pay all amounts now or hereafter due Borrower under each of the Leases to Lender upon receipt of notice from Lender to so pay the same. 11) Borrower warrants and represents that (i) Borrower has good title to the Leases and Rents and good right to assign the same, and that no other person and /or entity has any right, title or interest therein, (ii) Borrower has duly and punctually performed all of Borrower's obligations under the Leases; (iii) Borrower has disclosed to Lender all Leases; (iv) the Leases are valid and unmodified except as specifically disclosed to Lender in writing on or before the date of this Assignment; (v) Borrower has not previously sold, assigned, transferred, mortgaged or pledged the Leases or Rents; (vi) none of the Rents owing for any period after the date hereof have been collected and payment of any future Rents has not otherwise been anticipated, waived, released, Assignment of Leases and Rents central park.doc 3 of 5