BE NECESSARY OR
ADVISABLE TO CURE ANY DEFAULT UNDER ANY CONTRACT OR TO PROTECT THE RIGHTS OF
BORROWER OR LENDER THEREUNDER.
EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, LENDER SHALL INCUR NO
LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE
INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS
AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING BUT NOT LIMITED
TO REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION.
(D)
BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS
BORROWER'S ATTORNEY-IN-FACT, IN BORROWER'S OR LENDER'S NAME, DURING A CONTINUING
EVENT OF DEFAULT, TO ENFORCE ALL RIGHTS OF BORROWER UNDER EACH CONTRACT.
SUCH
APPOINTMENT IS COUPLED WITH AN INTEREST AND IS THEREFORE IRREVOCABLE.
(E)
IN THE ABSENCE OF A CONTINUING EVENT OF DEFAULT, AND NOTICE FROM
LENDER TO BORROWER DIRECTING BORROWER THAT LENDER IS EXERCISING ITS RIGHTS UNDER
THIS SECTION 6.1 BORROWER SHALL HAVE THE RIGHT TO EXERCISE ITS RIGHTS AS OWNER
UNDER EACH CONTRACT, PROVIDED THAT, EXCEPT IN THE ORDINARY COURSE OF PRUDENT
OFFICE PROPERTY MANAGEMENT, BORROWER SHALL NOT CANCEL OR MATERIALLY AMEND IN ANY
MATERIAL RESPECT ANY CONTRACT OR DO
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OR SUFFER TO BE DONE ANY ACT WHICH WOULD IMPAIR, TO ANY MATERIAL EXTENT, THE
SECURITY CONSTITUTED BY THIS ASSIGNMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER.
(F)
THIS ASSIGNMENT SHALL INURE TO THE BENEFIT OF LENDER AND ITS
SUCCESSORS AND ASSIGNS, ANY PURCHASER UPON FORECLOSURE OF THE LIEN INSTRUMENT,
ANY RECEIVER IN POSSESSION OF THE MORTGAGED PROPERTY AND ANY CORPORATION
AFFILIATED WITH LENDER WHICH ASSUMES LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
6.2
ASSIGNMENT OF PROCEEDS.
BORROWER HEREBY
FURTHER TRANSFERS AND ASSIGNS TO LENDER AND ACKNOWLEDGES THAT LENDER SHALL BE
ENTITLED TO RECEIVE (I) ANY AND ALL SUMS WHICH MAY BE AWARDED AND BECOME PAYABLE
TO BORROWER FOR CONDEMNATION OF ALL OR ANY PORTION OF THE MORTGAGED PROPERTY, OR
(II) THE PROCEEDS OF ANY AND ALL INSURANCE UPON THE MORTGAGED PROPERTY (OTHER
THAN THE PROCEEDS OF GENERAL PUBLIC LIABILITY INSURANCE).
(A)
BORROWER SHALL, UPON REQUEST OF LENDER, MAKE, EXECUTE, ACKNOWLEDGE
AND DELIVER ANY AND ALL ADDITIONAL ASSIGNMENTS AND DOCUMENTS AS MAY BE NECESSARY
FROM TIME TO TIME TO ENABLE LENDER TO COLLECT AND RECEIPT FOR ANY OF SUCH
INSURANCE OR CONDEMNATION PROCEEDS.
(B)
LENDER SHALL NOT BE, UNDER ANY CIRCUMSTANCES, LIABLE OR
RESPONSIBLE FOR FAILURE TO COLLECT, OR EXERCISE DILIGENCE IN THE COLLECTION OF,
ANY OF SUCH SUMS.
(C)
EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 6.3 AND 6.4 HEREOF, ANY
SUMS SO RECEIVED BY LENDER PURSUANT TO THIS SECTION 6.2 MAY OTHERWISE, IN
LENDER'S SOLE DISCRETION, BE PROVIDED BACK TO BORROWER FOR RESTORATION OF THE
MORTGAGED PROPERTY, IN THE AMOUNTS, MANNER, METHOD AND PURSUANT TO SUCH
REQUIREMENTS IN DOCUMENTS AS LENDER MAY REQUIRE, OR SHALL BE APPLIED TO THE
LIQUIDATION OF THE INDEBTEDNESS IN ACCORDANCE WITH THE PROVISIONS OF THE LIEN
INSTRUMENT.
6.3
LIMITED RIGHT TO USE CASUALTY INSURANCE
PROCEEDS.
BORROWER WILL GIVE