OBLIGATED TO PERFORM OR DISCHARGE
ANY OBLIGATION, DUTY OR LIABILITY UNDER THE LEASES OR ANY LEASE GUARANTIES OR
UNDER OR BY REASON OF THIS ASSIGNMENT AND BORROWER SHALL, AND HEREBY AGREES TO,
INDEMNIFY LENDER FOR, AND TO HOLD LENDER HARMLESS FROM, ANY AND ALL LIABILITY,
LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED UNDER THE LEASES, ANY LEASE
GUARANTIES OR UNDER OR BY REASON OF THIS ASSIGNMENT AND FROM ANY AND ALL CLAIMS
AND DEMANDS WHATSOEVER, INCLUDING THE DEFENSE OF ANY SUCH CLAIMS OR DEMANDS
WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ALLEGED OBLIGATIONS AND
UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR
AGREEMENTS CONTAINED IN THE LEASES OR ANY LEASE GUARANTIES.
SHOULD LENDER INCUR
ANY SUCH LIABILITY, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE
ATTORNEYS' FEES, SHALL BE SECURED BY THIS ASSIGNMENT, THE SECURITY INSTRUMENT
AND THE OTHER LOAN DOCUMENTS AND BORROWER SHALL REIMBURSE LENDER THEREFOR
IMMEDIATELY UPON DEMAND AND UPON THE FAILURE OF BORROWER SO TO DO LENDER MAY, AT
ITS OPTION, DECLARE ALL SUMS SECURED BY THIS ASSIGNMENT, THE SECURITY INSTRUMENT
AND THE OTHER LOAN DOCUMENTS IMMEDIATELY DUE AND PAYABLE.
THIS ASSIGNMENT SHALL
NOT OPERATE TO PLACE ANY OBLIGATION OR LIABILITY FOR THE CONTROL, CARE,
MANAGEMENT OR REPAIR OF THE PROPERTY UPON LENDER, NOR FOR THE CARRYING OUT OF
ANY OF THE TERMS AND CONDITIONS OF THE LEASES OR ANY LEASE GUARANTIES; NOR SHALL
IT OPERATE TO MAKE LENDER RESPONSIBLE OR LIABLE FOR ANY WASTE COMMITTED ON THE
PROPERTY BY THE TENANTS OR ANY OTHER PARTIES, OR FOR ANY DANGEROUS OR DEFECTIVE
CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF ANY
HAZARDOUS SUBSTANCES (AS DEFINED IN THE
6
ENVIRONMENTAL INDEMNITY), OR FOR ANY NEGLIGENCE IN THE MANAGEMENT, UPKEEP,
REPAIR OR CONTROL OF THE PROPERTY RESULTING IN LOSS OR INJURY OR DEATH TO ANY
TENANT, LICENSEE, EMPLOYEE OR STRANGER.
SECTION 4.2
NO MORTGAGEE IN POSSESSION.
(A)
NOTHING HEREIN
CONTAINED SHALL BE CONSTRUED AS CONSTITUTING LENDER A "MORTGAGEE IN POSSESSION"
IN THE ABSENCE OF THE TAKING OF ACTUAL POSSESSION OF THE 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.
(B)
FURTHER ASSURANCES.
BORROWER WILL, AT THE COST OF BORROWER, AND
WITHOUT EXPENSE TO LENDER, DO, EXECUTE, ACKNOWLEDGE AND DELIVER ALL AND EVERY
SUCH FURTHER ACTS, CONVEYANCES, ASSIGNMENTS, NOTICES OF ASSIGNMENTS, TRANSFERS
AND ASSURANCES AS LENDER SHALL, FROM TIME TO TIME, REASONABLY REQUIRE FOR THE
BETTER ASSURING, CONVEYING, ASSIGNING, TRANSFERRING AND CONFIRMING UNTO LENDER
THE PROPERTY AND RIGHTS HEREBY ASSIGNED OR INTENDED NOW OR HEREAFTER SO TO BE,
OR WHICH BORROWER MAY BE OR MAY HEREAFTER BECOME BOUND TO CONVEY OR ASSIGN TO
LENDER, OR FOR CARRYING OUT THE INTENTION OR FACILITATING THE PERFORMANCE OF THE
TERMS OF THIS ASSIGNMENT OR FOR FILING, REGISTERING OR RECORDING THIS ASSIGNMENT
AND, ON DEMAND, WILL EXECUTE AND DELIVER AND HEREBY AUTHORIZES LENDER TO EXECUTE
IN THE