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might incur under or by reason of this Assignment,and of and from any and all claims <br /> and demands whatsoever which may be asserted against it by reason of any alleged <br /> obligations or undertakings on its part to perform or discharge any of the terms, <br /> covenants or agreements contained in the Leases; provided, however, that such <br /> indemnification shall not apply if the same arises out of Leases intentionally breached by <br /> Mortgagee which were made by Mortgagor in the ordinary course of managing the <br /> Mortgaged Property and prior to the time Mortgagee obtained the right to possess and <br /> manage the Mortgaged Property, or if the same arises out of the negligent or willful act of <br /> Mortgagee in operating and using the Mortgaged Property. Should Mortgagee incur any <br /> such liability, loss or damage under any Lease or by reason of this Assignment, or in the <br /> defense of any such claims or demands, the amount thereof, including costs, expenses, <br /> and reasonable attorneys' fees, shall be secured hereby and Mortgagor shall reimburse <br /> Mortgagee therefor immediately upon demand. Mortgagee shall give Mortgagor notice <br /> of any such claim and Assignor shall have the opportunity to defend Mortgagee in <br /> connection therewith with counsel reasonably acceptable to Mortgagee; provided <br /> Mortgagee's failure to give such notice and opportunity to defend shall not affect <br /> Mortgagor's obligations under this Section except to the extent Mortgagor is actually <br /> prejudiced by such failure. <br /> 4.8 Authorization to Tenants. The tenants under any of the Leases are hereby <br /> irrevocably authorized and directed to recognize the claims of Mortgagee or its assigns <br /> hereunder without investigating the reason for any action taken by Mortgagee, or the <br /> validity or the amount of indebtedness owing to Mortgagee, or the existence of any such <br /> event of default, or the application of the Rents to be made by Mortgagee. Mortgagor <br /> hereby irrevocably directs and authorizes each tenant to pay to Mortgagee all sums due <br /> under its Lease and consents and directs that said sums shall be paid to Mortgagee <br /> without the necessity for a judicial determination that any such event of default has <br /> occurred or that Mortgagee is entitled to exercise its rights hereunder, and to the extent <br /> such sums are paid to Mortgagee, Mortgagor agrees that the tenants shall have no further <br /> liability to Mortgagor for the same. The sole signature of Mortgagee shall be sufficient <br /> for the exercise of any rights under this Assignment and the sole receipt of Mortgagee for <br /> any sums received shall be a full discharge and release therefor to the tenants or <br /> occupants of the Mortgaged Property. <br /> 4.9 Mortgagee Attorney-in-Fact. Mortgagor hereby irrevocably appoints <br /> Mortgagee as its agent and attorney in fact, which appointment is coupled with an <br /> interest, to exercise any rights or remedies hereunder and to execute and deliver during <br /> the term of this Assignment such instruments as Mortgagee may deem necessary to make <br /> this Assignment and any further assignment effective. <br /> 4.10 Mortgagee Not in Possession. Nothing herein contained and no actions <br /> taken pursuant to this Assignment shall be construed as constituting Mortgagee a <br /> "Mortgagee in Possession." <br /> -15- <br />