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200504314
<br />Nothing set forth in this section shall be deemed to limit or otherwise alter the
<br />rights of Lender at law or in equity in the event of a Default, nor shall Lender be
<br />obligated to exercise any of its rights in this section.
<br />(d) NOTICE TO LESSEES.
<br />Lessees under the Leases are hereby irrevocably authorized and notified by
<br />Borrower to rely upon and comply with (and shall be fully protected in so doing)
<br />any notice or demand by Lender for the payment to Lender of any rental or other
<br />sums which may be, or hereafter become, due under the Leases, or for the
<br />performance of any of such lessees' undertakings under the Leases, and such
<br />lessees shall have no right or duty to inquire as to whether any Default has
<br />actually occurred or is then existing.
<br />(e) PROCFFDS.
<br />Lender shall have the right to apply all such rents, income and profits received
<br />from the lessees under the Leases to the payment of any of the following in such
<br />amounts and in such order as Lender shall deem appropriate in Lender's sole
<br />discretion:
<br />(i) the indebtedness secured by this Assignment and by the
<br />Loan Documents, together with all costs and attorneys'
<br />fees of Lender incurred in attempting to enforce
<br />Lender's rights hereunder or thereunder, in such order or
<br />priority as Lender, in Lender's sole discretion, may
<br />determine, any statute, law, custom or use to the
<br />contrary notwithstanding;
<br />(ii) all expenses of managing the Property, including
<br />without limitation, the salaries, fees and wages of a
<br />managing agent and such other employees or
<br />independent contractors as Lender may deem necessary
<br />or desirable, and all expenses of operating and
<br />maintaining the Property, including without limitation,
<br />all taxes, charges, claims, assessments, water rents,
<br />sewer rents, any other liens, premiums for all insurance
<br />which Lender may deem necessary or desirable, the cost
<br />of all alterations, renovations, repairs or replacements,
<br />and all expenses incident to taking and retaining
<br />possession of the Property.
<br />(f) RELATIONSHIP.
<br />Nothing contained in this Assignment shall be construed as constituting
<br />Lender as trustee or "mortgagee in possession ".
<br />7. EXCULPATION.
<br />Lender shall not directly or indirectly be liable to Borrower or any other person as a
<br />consequence of the exercise of the powers granted to Lender in this Assignment, or as a
<br />result of Lender's exercise of Lender's rights in the event of a Default, and no such
<br />liability shall be asserted or enforced against Lender, all such liability being expressly
<br />waived and released by Borrower, and Borrower indemnifies Lender and holds Lender
<br />harmless from and against all such liability.
<br />Lender shall not be obligated to perform or discharge any obligation, duty, or liability of
<br />Borrower under the Leases, or by reason of this Assignment. Borrower hereby
<br />indemnifies and holds Lender harmless from and against any and all liability, loss,
<br />damage, cost or expense (including attorneys' fees) which Lender might incur or suffer
<br />under the Leases or by reason of this Assignment, and of and from any and all claims
<br />and demands whatsoever which may be asserted against Lender by reason of any alleged
<br />obligation or undertaking on Lender's part to perform or discharge any of the terms,
<br />covenants or agreements contained in any of the Leases.
<br />Lender shall not be liable for any loss sustained by Borrower or any third party resulting
<br />from Lender's failure to lease the Property after a Default or from any other act or
<br />omission of Lender in managing the Property after Default. Should Lender incur or
<br />suffer any liability, loss, damage, cost or expense (including attorneys' fees) under the
<br />Leases or by reason of this Assignment, or in the defense of any such claims or
<br />demands, the amount of such liability, loss, damage, cost, expense, and attorneys' fees,
<br />shall be secured by this Assignment and the Loan Documents, and Borrower shall pay
<br />the same to Lender upon demand by Lender. Upon failure of Borrower to so pay
<br />Lender, Lender may, at Lender's option, declare all sums secured by this Assignment
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