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2o~oooi~s REFUSAL TO JOIN IN ANY ACTION BY ASSIGNEE PURSUANT TO PARAGRAPH 2 HEREOF. SHOULD ASSIGNEE INCUR ANY SUCH LIABILITY, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE ATTORNEYS' FEES, SHALL BE SECURED HEREBY AND BY THE SECURITY DOCUMENTS AND THE ASSIGNOR SHALL REIMBURSE ASSIGNEE THEREFOR IMMEDIATELY UPON DEMAND AND UPON ASSIGNOR'S FAILURE TO DO SO, ASSIGNEE MAY, AT ITS OPTION, EXERCISE ANY AND ALL REMEDIES AVAILABLE TO ASSIGNEE HEREUNDER AND UNDER THE OTHER SECURITY DOCUMENTS. THIS ASSIGNMENT SHALL NOT OPERATE TO PLACE ANY OBLIGATION OR LIABILITY FOR THE CONTROL, CARE, MANAGEMENT OR REPAIR OF THE MORTGAGED PROPERTY UPON ASSIGNEE, NOR FOR THE CARRYING OUT OF ANY OF THE TERMS AND CONDITIONS OF THE LEASE; NOR SHALL IT OPERATE TO MAKE ASSIGNEE RESPONSIBLE OR LIABLE FOR ANY WASTE COMMITTED ON THE MORTGAGED PROPERTY, INCLUDING WITHOUT LIMITATION THE PRESENCE OF ANY HAZARDOUS SUBSTANCES OR MATERIALS, OR FOR ANY NEGLIGENCE OTHER THAN GROSS NEGLIGENCE IN THE MANAGEMENT, UPKEEP, REPAIR OR CONTROL OF THE MORTGAGED PROPERTY RESULTING IN LOSS OR INJURY OR DEATH TO ANY TENANT, LICENSEE, EMPLOYEE OR STRANGER. 4. Notice to Tenant. Assignor hereby authorizes and directs Tenant to pay over to Assignee all rents payable under the Lease and to continue sa to do until otherwise notified by Assignee, without further notice or consent of Assignor and regardless of whether Assignee has taken possession of the Mortgaged Property, and Tenant may rely upon the foregoing provisions of this Paragraph 4. Assignor further agrees that it shall have no right to claim against Tenant for any such Rents sa paid by Tenant to Assignee and that Assignee shall be entitled to collect, receive and retain all Rents, subject to application and disbursement pursuant to the Security Documents, regardless of when and to whom such Rents are and have been paid and regardless of the form or location of such rents. Any such payment to Assignee shall constitute payment to Assignor under the Lease, and Assignor appoints Assignee as Assignor's lawful attorney-in-fact for giving, and Assignee is hereby empowered to give, acquitances to any Tenant for such payment to the Assignee. Any rents held or received by Assignor shall be held or received by Assignor as trustee for the benefit of Assignee only. 5. Other Sec_urit_y. Assignee may take or release other security for the payment of the Indebtedness, may release any party primarily or secondarily liable therefor and may apply any other security held by it to the reduction or satisfaction of the Indebtedness without prejudice to any of its rights under this Assignment. 6. Other Remedies. Nothing contained in this Assignment and no act done or omitted by Assignee pursuant to the power and rights granted to Assignee hereunder shall be deemed to be a waiver by Assignee of its rights and remedies under the other Security Documents and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Assignee under the terms thereof. The right of Assignee to collect the Indebtedness and to enforce any other security therefor held by it may be exercised by Assignee either prior to, simultaneously with, ar subsequent to any action taken by it hereunder. 15452813.3 5