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200503789 Trust, and payment to a reserve fund for replacements, which funds shall not bear interest; and (d) require Assignor to transfer all security deposits to Assignee, together with all records evidencing such deposits. Provided, however, that the acceptance by Assignee of this Assignment, with all of the rights, powers, privileges and authority so created, shall not, prior to entry upon and taking possession of said Premises by Assignee, be deemed or construed to constitute Assignee a "Mortgagee in Possession," nor thereafter or at any time or in any event obligate Assignee to appear in or defend any action or proceeding relating to the Leases or to the Premises, or to take any action hereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Leases, or to assume any obligations or responsibility for any security deposits or other deposits delivered to Assignor by any lessee thereunder and not assigned and delivered to Assignee; nor shall Assignee be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Premises; and provided further, that the collection and application of the Rents and /or the entry upon and taking possession of the Premises shall not cure or waive any default; or waive, modify or affect any notice of default required under the Note and Deed of Trust; or invalidate any act done pursuant to such notice. The rights and powers conferred on Assignee hereunder are cumulative of and not in lieu of any other rights and powers otherwise granted Assignee. In the event applicable law requires Assignee to take actual possession of the Premises (or take some action equivalent thereto, such as securing the appointment of a receiver) in order to perfect or activate its rights and remedies as set forth herein, Assignor hereby waives the benefits of such law and agrees that such law shall be satisfied solely by (i) written notice to Assignor that Assignee intends to enforce its rights in and to the Leases and the Rents assigned hereby, and (ii) written notice to any or all of the tenants under the Leases requiring tenants to commence making payments under the Leases directly to Assignee. 7. Indemnification. Assignor hereby agrees to indemnify and hold Assignee harmless from any and all liability, loss, damage or expense which Assignee may incur under or by reason or in defense of any and all claims and demands whatsoever which may be asserted against Assignee arising out of the Leases, and which does not result from the gross negligence or willful misconduct of Assignee, including, but not limited to, any claims by any tenants of credit for rental for any period under any Leases more than one (1) month in advance of the due date thereof paid to and received by Assignor, but not delivered to Assignee. Should Assignee incur any such liability, loss, damage, or expense, the amount thereof (including reasonable attorneys' fees) with interest thereon at the maximum rate permitted by law shall be payable by Assignor immediately without demand, and shall be secured as a lien hereby and by said Deed of Trust. 8. Records. Until the indebtedness secured hereby shall have been paid in full, Assignor shall deliver to Assignee executed copies of any and all renewals of existing and all future Leases upon all or any part of the Premises, and will transfer and assign such Leases upon the same terms and conditions as herein contained. Assignor hereby covenants and agrees to make, execute and deliver unto Assignee upon demand and at any time any and all assignments and other records and instruments, including, but not limited to, rent rolls and books of account sufficient for the purpose that Assignee may deem to be advisable for carrying out the purposes and intent of this Agreement. 9. Reports and Statements. Assignor will deliver to Assignee (i) within ninety (90) days following the end of each fiscal year of Assignor during the term of the Loan, at Assignor 's expense, Assignor 's certified financial statement for such fiscal year prepared on a consistent basis and fairly, accurately and completely stating the financial condition of Assignor as of the end of such year and the results of its operations for the period covered; and (ii) upon Assignee's request, operating statements and occupancy reports for the Premises in a form and for periods satisfactory to Assignee certified as correct by Assignor. Assignor shall permit Assignee to CR- 167- 07/04NC -4- Symetra Loan No. SBOL1508