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<br />and demands whatsoever which may be asserted against Lender by reason of any
<br />alleged obligation or undertaking on Lender's part to perform or discharge any of the
<br />terms, 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
<br />and the Loan Documents immediately due and payable and exercise any other remedy
<br />available at law or in equity.
<br />It is further understood that this Assignment shall not operate to place responsibility for
<br />the control, care, management or repair of the Property upon Lender, nor for the
<br />carrying out of any of the terms and conditions of the Leases; nor shall it operate to
<br />make Lender responsible or liable for any waste committed on the Property by the
<br />lessees or any other parties, or for any dangerous or defective condition of the Property,
<br />or for any negligence in the management, upkeep, repair or control of the Property
<br />resulting in loss or injury or death of any lessee, licensee, employee, invitee or other
<br />person.
<br />8. FORECLOSURE.
<br />Upon issuance of a deed or deeds pursuant to any judicial or non judicial foreclosure of
<br />the Security Instrument, all right, title and interest of Borrower in and to the Leases
<br />shall, by virtue of this Assignment, vest in and become the absolute property of the
<br />grantee or grantees of such deed or deeds without any further act or assignment by
<br />Borrower. Borrower hereby irrevocably appoints Lender, and its successors and
<br />assigns, as its attorney in fact, to execute all instruments of assignment or further
<br />assurance in favor of such grantee or grantees of such deed or deeds, as may be
<br />necessary or desirable for such purpose.
<br />Nothing contained in this Assignment shall prevent Lender from terminating any
<br />subordinate Lease through such foreclosure, subject to any written agreement now or
<br />hereafter made by Lender in Lender's discretion to recognize the rights of any lessee if
<br />such lessee is not in default under its Lease.
<br />9. LOAN DOCUMENTS.
<br />This Assignment is supplementary to, and not in substitution or derogation of, any of the
<br />provisions of the other Loan Documents. To the extent that this Assignment is
<br />inconsistent with the provisions of the other Loan Documents, such other Loan
<br />Documents shall control; and in particular, to the extent that this Assignment is
<br />inconsistent with the terms of the Security Instrument, the Security Instrument shall
<br />control. Lender may enforce any of the provisions of this Assignment prior to,
<br />simultaneously with, or subsequent to any of the rights or remedies under the other Loan
<br />Documents.
<br />10. NOTICES.
<br />All notices and other communications to be given under this Assignment must be in
<br />writing to be effective and shall be deemed served only upon deposit in the United
<br />States Postal Service, certified mail, postage prepaid, addressed to the parties at the
<br />addresses appearing on page 8 of this Assignment. Such addresses may be changed by
<br />notice given in the same manner.
<br />11. ATTORNEYS' FEES.
<br />If any legal action or proceeding is brought by either Borrower or Lender in order to
<br />enforce or construe a provision of this Assignment, the unsuccessful party in such action
<br />or proceeding, whether such action or proceeding is settled or prosecuted to final
<br />judgment, shall pay all of the attorneys' fees and costs incurred by the prevailing party.
<br />If Borrower shall become subject to any case or proceeding under the Bankruptcy
<br />Reform Act, as amended or recodified from time to time, Borrower shall pay to Lender
<br />on demand all attorneys' fees, costs and expenses which Lender may incur in order to
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