Substances,
or for any 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.
Section 7.3 BORROWER'S INDEMNITIES.
EXCEPT TO THE EXTENT RESULTING FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER, IT'S DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS, BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD LENDER AND ITS
AGENTS, REPRESENTATIVES AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND
ALL LIABILITY, LOSS, COST, DAMAGE OR EXPENSE WHICH LENDER AND ITS AGENTS,
REPRESENTATIVES AND EMPLOYEES MAY INCUR UNDER OR BY REASON OF THIS ASSIGNMENT OR
IN RELATION TO THE ASSIGNMENT PROPERTY, OR FOR ANY ACTION TAKEN BY LENDER OR ITS
AGENTS, REPRESENTATIVES OR EMPLOYEES HEREUNDER, OR BY REASON OR IN DEFENSE OF
ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER
AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES ARISING OUT OF THE LEASES OR THE
LEASE GUARANTIES, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, ANY CLAIM BY
ANY LESSEE OF CREDIT FOR RENTS AND REVENUES PAID TO AND RECEIVED BY BORROWER,
BUT NOT DELIVERED TO LENDER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES, FOR ANY
PERIOD UNDER ANY LEASE MORE THAN ONE (1) MONTH IN ADVANCE OF THE DUE DATE
THEREOF.
IF LENDER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES INCURS ANY SUCH
LIABILITY, LOSS, COST, DAMAGE OR EXPENSE, THE AMOUNT THEREOF, INCLUDING
REASONABLE ATTORNEYS' FEES, WITH INTEREST THEREON AT THE DEFAULT RATE SPECIFIED
IN THE NOTE, SHALL BE PAYABLE BY BORROWER TO LENDER IMMEDIATELY, WITHOUT DEMAND
AND SHALL BE SECURED BY ALL SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE
INDEBTEDNESS AND THE OBLIGATIONS, INCLUDING SPECIFICALLY, BUT WITHOUT
LIMITATION, THE LIEN AND SECURITY INTEREST OF THE LIEN INSTRUMENT; PROVIDED,
HOWEVER, THAT THE RENTS AND REVENUES ARE NOT AND SHALL NOT BE SECURITY FOR THE
LIABILITY OF BORROWER, IF ANY, UNDER THIS SECTION.
ASSIGNMENT OF RENTS AND REVENUES - Page 14
641931; Miami-Dade County, Florida
Section 7.4 No Mortgagee in Possession.
In the absence of an order of court
pursuant to Illinois law, nothing herein contained shall be construed as
constituting Lender a "mortgagee in possession" in the absence of the taking of
actual possession of the Mortgaged Property by Lender.
In the exercise of the
powers herein granted Lender, no liability shall be asserted or enforced against
Lender, all such liability being expressly waived and released by Borrower.
ARTICLE VIII
APPLICABLE LAW
Section 8.1 CHOICE OF LAW.
THE LOAN DOCUMENTS (INCLUDING THIS ASSIGNMENT) SHALL
BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS FROM TIME TO TIME IN EFFECT EXCEPT TO THE EXTENT PREEMPTED BY
UNITED STATES FEDERAL LAW; PROVIDED, HOWEVER, IF THE LAND AND IMPROVEMENTS ARE
SITUATED IN A STATE OTHER THAN TEXAS, THE ASSIGNMENT, LIEN, SECURITY INTEREST
AND REMEDIAL RIGHTS PURSUANT TO THIS ASSIGNMENT AGAINST THE ASSIGNMENT PROPERTY
SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE THE LAND AND IMPROVEMENTS ARE
LOCATED.
BORROWER, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY
IRREVOCABLY