Common use of Assignment of Leases and Rents Clause in Contracts

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, Grantor's modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether Mortgaged Property or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law act or in equity, (a) notify omission by any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or person. (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor Mortgagor does hereby absolutely and unconditionally assign to BeneficiaryMortgagee, GrantorMortgagor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not be construed to bind Beneficiary Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon BeneficiaryMortgagee. Beneficiary Mortgagee shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Mortgaged Property, for any dangerous or defective condition of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Mortgaged Property. Grantor Mortgagor agrees to execute and deliver to Beneficiary Mortgagee such additional instruments, in form and substance satisfactory to BeneficiaryMortgagee, as may hereafter be requested by Beneficiary Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary Mortgagee grants to Grantor Mortgagor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor Mortgagor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of DefaultDefault (hereinafter defined), the license granted to Grantor Mortgagor herein shall immediately and automatically be revoked, and Beneficiary Mortgagee shall immediately be entitled to possession of all Rents, whether or not Beneficiary Mortgagee enters upon or takes control of the Trust Mortgaged Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Mortgaged Property in its own name, and in addition to and without limiting any of BeneficiaryMortgagee's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary Mortgagee and that all Rents are to be paid directly to BeneficiaryMortgagee, whether or not Beneficiary Mortgagee has commenced or completed foreclosure or taken possession of the Trust Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Mortgaged Property; (e) lease all or any part of the Trust Mortgaged Property; and/or (f) perform any and all obligations of Grantor Mortgagor under the Leases and exercise any and all rights of Grantor Mortgagor therein contained to the full extent of GrantorMortgagor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary Mortgagee or GrantorMortgagor. At BeneficiaryMortgagee's request, Grantor Mortgagor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Mortgaged Property. Grantor Mortgagor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by GrantorMortgagor, to comply with all demands of Beneficiary Mortgagee under this Section 8 and to turn over to Beneficiary Mortgagee on demand all Rents which it receives. Grantor Mortgagor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary Mortgagee as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to GrantorMortgagor. Beneficiary Mortgagee is hereby granted and assigned by Grantor Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Mortgaged Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary Mortgagee under the Relevant Documents, at law or in equity shall cause Beneficiary Mortgagee to be deemed or construed to be a Beneficiary Mortgagee in possession of the Trust Mortgaged Property, to obligate Beneficiary Mortgagee to lease the Trust Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor Mortgagor shall, and hereby agrees to indemnify Beneficiary Mortgagee for, and to hold Beneficiary Mortgagee harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary Mortgagee solely by reason of BeneficiaryMortgagee's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by BeneficiaryMortgagee's gross negligence or willful misconduct, or (b) to the extent arising solely from BeneficiaryMortgagee's actions after Beneficiary Mortgagee has taken possession of the Trust Mortgaged Property. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor Mortgagor shall reimburse Beneficiary Mortgagee therefor immediately upon demand. Grantor Mortgagor agrees that all Leases shall be subject to the prior written approval of BeneficiaryMortgagee, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of DefaultDefault (hereinafter defined), the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does hereby absolutely With respect to each Business Purpose Mortgage Loan, any assignment of leases, rents and unconditionally profits or similar document or instrument executed by the related Mortgagor in connection with the origination of the related Mortgage Loan, as such document may be amended, modified, renewed or extended from time to time (the “Assignment of Leases and Rents”) was duly executed, acknowledged and delivered and establishes and creates a valid and enforceable first priority collateral assignment of, or lien on, the related Mortgagor’s interest in all leases, sub-leases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to the related Mortgage, subject to legal limitations of general applicability to mortgage loans similar to the Mortgage Loan, and the Mortgagor and each assignor of such Assignment of Leases and Rents to the related Seller Party have the full right to assign the same. Each Business Purpose Mortgage Loan contains an Assignment of Leases and Rents, and such Assignment of Leases and Rents is included either in the related Mortgage or in a related separate assignment document. The related assignment of any Assignment of Leases and Rents not included in the related Mortgage has been executed and delivered to Beneficiarythe Administrative Agent in blank, Grantor's is otherwise in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein (assuming that the assignee has the capacity to acquire such Assignment of Leases and Rents) all of the assignor’s right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment such Assignment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, Grantor's all Leases shall be subordinate to the lien of this Mortgage. Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of an Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee (such notice to promptly be sent by Mortgagee once an Event of Default is no longer occurring) that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether Mortgaged Property or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law act or in equity, (a) notify omission by any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or person. (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does As further security for payment of the indebtedness and performance of the obligations, covenants and agreements secured hereby, Mortgagor assigns to Mortgagee, to be effective immediately but exercisable on default hereof, all leases applicable to the Mortgaged Property already in existence and to be created in the future, together with all rents to become due under existing or future leases, all of which leases are and shall be subordinate to this Mortgage. In any such case, Mortgagor hereby absolutely confers on Mortgagee the exclusive power, to be used or not in its sole discretion, to act as agent, or to appoint a third person to act as agent for Mortgagor, with power to take possession of, and unconditionally assign collect all rents arising from, the Mortgaged Property and apply such rents, at the option of Mortgagee, to Beneficiarythe payment of the mortgage debt, Grantor's righttaxes, title costs of maintenance, repairs, expenses incident to managing and interest other expenses, in all current such order or priority as Mortgagee may in its sole discretion determine, and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary turn any balance remaining over to Mortgagor; but such collection of rents shall not be construed to bind Beneficiary independently from other provisions hereof operate as an affirmance of the tenant or lease in the event Mortgagor’s title to the performance of Mortgaged Property should be acquired by Mortgagee. Mortgagee shall be liable to account only for rents and profits actually received by Mortgagee. In exercising any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms powers of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to Mortgagee may also take possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowancesfor these purposes use, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations personal property contained in the Mortgaged Property and used by Mortgagor in the rental or leasing thereof. All Leases are and shall be subject and subordinate to the provisions and lien of Grantor under the Leases this Mortgage and exercise any to all renewals, modifications, consolidations, replacements and all rights of Grantor therein contained extensions thereof to the full extent of Grantor's rights the principal sum secured thereby and obligations thereunderinterest thereon, with or without and the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy lien of this assignment Mortgage is and shall be prior in lien to each tenant under a Lease and to each manager and managing agent or operator the lien of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLeases.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's All right, title title, and interest of Mortgagor in and to all current present Leases affecting the Property and including and together with any and all future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action written or proceedingoral, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease upon all or any part of the Trust Property; and/or (f) perform any Property and together with all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenantrents, managerincome, managing agentreceipts, revenues, issues, avails and profits from or operator due or arising out of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor Property are hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted transferred and assigned by Grantor the right, at its option, upon revocation of the license granted herein, simultaneously herewith to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards Mortgagee as further security for the payment of the Obligations. Neither All future Leases affecting the enforcement Property shall be submitted by Mortgagor to Mortgagee for its approval prior to execution, which approval shall not be unreasonably withheld or delayed. Each Lease, including all future Leases shall be subordinate to this Mortgage, provided that, upon the request of the Mortgagor and the lessee under any such Lease, Mortgagee shall enter into a Subordination, Nondisturbance and Attornment Agreement (or similar agreement) with such lessee in form and substance reasonably satisfactory to Mortgagee, pursuant to which (i) Mortgagee will agree that so long as such Lease shall be in full force and effect and such lessee is not in default thereunder, Mortgagee will not disturb, pursuant to a foreclosure action or otherwise, such lessee's possession under such Lease, and (ii) such lessee shall agree that if Mortgagee or any future holder of this Mortgage shall become the owner of the Property by reason of foreclosure of the Mortgage or otherwise, or if the Property shall be sold as a result of any foreclosure action or deed in lieu thereof, then such lease shall continue in full force and effect as a direct lease between such lessee and the then owner of the Property. Although it is the intention of the parties that the assignment contained in this Section shall be a present and absolute assignment, it is expressly understood and agreed, anything to the contrary notwithstanding, that Mortgagee shall not exercise any of the remedies rights or powers conferred upon it by this Section until an Event of Default shall occur under this Section 8 nor any other remedies or security interests afforded Mortgage. From time to Beneficiary time, Mortgagor shall furnish Mortgagee with executed copies of each of the Leases and shall use commercially reasonable efforts to furnish Mortgagee with estoppel letters from each tenant under each of the Leases in a form satisfactory to Mortgagee within thirty (30) days after Mortgagee's written demand. Following the occurrence of an Event of Default (a) Mortgagee shall have the rights and powers as are provided herein, (b) this Mortgage shall constitute a direction to each lessee under the Relevant Documents, at law or in equity shall cause Beneficiary Leases and each guarantor thereof to be deemed or construed pay all Rents directly to be a Beneficiary in possession Mortgagee without proof of the Trust PropertyEvent of Default, and (c) Mortgagee shall have the authority, as Mortgagor's attorney-in-fact (such authority being coupled with an interest and irrevocable), to obligate Beneficiary sign the name of Mortgagor and to lease bind Mortgagor on all papers and documents relating to the Trust Property operation, leasing and maintenance of the Property. If Mortgagor, as lessor under any Lease, shall neglect or attempt refuse to do soperform, or observe and keep all of the covenants, provisions and agreements contained in such Lease, then Mortgagee may perform and comply with any such Lease covenants, agreements and provisions. All costs and expenses incurred by Mortgagee in complying with such covenants, agreements, and provisions shall constitute Obligations and shall be payable upon demand with interest at the Default Rate. Mortgagee shall not be obligated to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallLease, and Mortgagor shall and does hereby agrees to indemnify Beneficiary foragree, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) except to the extent caused by Beneficiaryof Mortgagee's gross negligence or willful misconduct, to indemnify and hold Mortgagee harmless of and from any and all liability, loss or (b) damage which it may or might incur under any Lease or under or by reason of their assignments and of and from any and all claims and demands whatsoever which may be asserted against it by reason of all alleged obligations or undertakings on its part to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession perform or discharge any of the Trust Propertyterms, covenants or agreements contained in such Lease. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damagedamage under any Lease or under or by reason of its assignment, or in the defense of any claims or demands, the amount thereof, including all actual costs, expenses and reasonable fees attorneys' fees, shall, subject to the limitations set forth in Section 5.18 of attorneysthis Mortgage, shall constitute Obligations be secured hereby, and Grantor . Mortgagor shall reimburse Beneficiary Mortgagee therefor immediately upon demand. Grantor agrees that all Leases shall be subject to demand with interest payable at the prior written approval of Beneficiary, such approval not to be unreasonably withheldDefault Rate.

Assignment of Leases and Rents. Grantor does (a) As of the date of this Mortgage, as security in addition to the property described in this Mortgage, the Mortgagor hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's the Mortgagee all of its right, title and interest in and to all Leases and any extensions, modifications and renewals thereof together with any and all guarantees of lessee’s performance thereunder and all credits, deposits, claims, options, powers, benefits, privileges, and other rights arising thereunder, whether now in existence or which may hereafter come into existence during the term of this Mortgage, or any extension hereof, covering the Mortgaged Property, or any part thereof (but without an assumption by the Mortgagee of liabilities of the Mortgagor under any such Leases by virtue of this assignment), and the Mortgagor hereby absolutely and unconditionally assigns to the Mortgagee the Rents and other benefits of the Mortgaged Property now or hereafter arising from the Leases to be applied by the Mortgagee in payment of the Debt, and of all other sums payable under this Mortgage. Notwithstanding the foregoing, so long as no default shall exist and be continuing hereunder, the Mortgagor shall have a license to collect the Rents (subject to the provisions of this Mortgage). The Mortgagor shall hold the Rents, or an amount sufficient to discharge all current and future Leases and Rentssums due on the Debt, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment in trust for additional security onlyuse in payment of the Debt. Such assignment to Beneficiary shall not be construed to bind Beneficiary The license granted to the performance of Mortgagor to collect the Rents may be revoked by the Mortgagee upon any default by the Mortgagor under the terms of the covenantsNote or this Mortgage by giving notice of such revocation to the Mortgagor. Following such notice the Mortgagee may retain and apply the Rents toward payment of the Debt in such order, conditions priority and proportions as the Mortgagee, in its discretion, shall deem proper, or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for to the controloperation, care, maintenance, management or maintenance and repair of the Trust Mortgaged Property, irrespective of whether the Mortgagee shall have commenced a foreclosure of this Mortgage or shall have applied or arranged for any dangerous or defective condition the appointment of a receiver. (b) The Mortgagor shall not, without the prior written consent of the Trust PropertyMortgagee, make, or suffer to be made, any Leases which are not in conformity with prevailing market rents and terms for any negligence similar space in the managementarea where the Mortgaged Property is located. Except as provided in Paragraph 8(c) below, upkeep, repair the Mortgagor will not modify or control cancel or accept surrender of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms any Leases or accept prepayments of this paragraph, Beneficiary grants to Grantor a revocable license to collect all installments of the Rents and retain, use and enjoy for a period of more than one (1) month in advance or further assign the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all whole or any part of the Trust Property; and/or Rents. The Mortgagee shall have all of the rights against tenants of the Mortgaged Property as set forth in Section 291-f of the Real Property Law of New York. The Mortgagor shall (fi) fulfill or perform any each and every provision of the Leases on the part of the Mortgagor to be fulfilled or performed, (ii) promptly send copies of all obligations notices of Grantor default which the Mortgagor shall send or receive under the Leases and exercise any and all rights of Grantor therein contained to the full extent Mortgagee, and (iii) enforce, short of Grantor's termination of the Leases, the performance or observance of the provisions thereof by the tenants thereunder. In addition to the rights and obligations thereunderwhich the Mortgagee may have herein, with or without in the bringing event of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary default under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such personMortgage, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the rightMortgagee, at its option, upon revocation of may require the license granted herein, Mortgagor to enter upon pay monthly in advance to the Trust Property in person or by agent, without bringing any action or proceedingMortgagee, or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license shall Mortgaged Property as may be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust PropertyMortgagor. Upon default in any such payment, the Mortgagor will vacate and surrender possession of the Mortgaged Property to obligate Beneficiary to lease the Trust Property or attempt to do soMortgagee, or to take any actionsuch receiver, incur any expenseand, in default thereof, the Mortgagor may be evicted by summary proceedings or perform or discharge any obligation, duty or liability whatsoever under otherwise. Nothing contained in this paragraph shall be construed as imposing on the Mortgagee any of the obligations of the lessor under the Leases. (c) Anything contained in this Paragraph 8 to the contrary notwithstanding, and provided that the Mortgagor is not in default hereunder, the Mortgagor shall have the right to terminate or modify any existing Lease provided that the replacement Lease shall provide for the payment of rents that are at least equal to the existing payment provided for in the existing Lease and for a term to end no sooner than that of the existing Lease, shall be with a tenant having a credit rating at least as good as that of the existing tenant and shall contain such other terms and conditions as are comparable for buildings of like character in the area in which the Mortgaged Property is situate. Subject to the provisions of the preceding paragraph, the Mortgagor shall have the right to replace or to modify existing residential Leases or otherwise. Grantor shallto enter into new residential Leases with respect to vacant apartment units on condition that the rent payable under the replacement Lease, and hereby agrees to indemnify Beneficiary foror the new Lease, and to hold Beneficiary harmless from and againstas the case may be, any and all claims, liability, expenses, losses or damages which may or might shall be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant equal to the assignment lesser of Rents and Leases contained herein, but excluding any claim (a) market rents or the maximum rent allowable by law. The Mortgagor shall on request furnish to the extent caused by Beneficiary's gross negligence or willful misconduct, or Mortgagee a report of its leasing activities (bincluding an itemized rent roll) with respect to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Mortgaged Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does Mortgagor hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's right, title and interest in Mortgagee all current existing and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any leases of the covenantsPremises or any portion thereof (including any amendments, conditions renewals, extensions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account modifications thereof) and the rents, issues and profits of this assignment the Premises (“Accounts”), as further security for the control, care, maintenance, management or repair payment of the Trust PropertyIndebtedness, for any dangerous or defective condition and Mortgagor grants to Mortgagee the right to enter upon and to take possession of the Trust Property, or Premises for any negligence in the management, upkeep, repair or control purpose of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy collecting the same and otherwise exercise all rights to let the Premises or any portion thereof, and after payment of Grantor under any Leaseeach cost and expense (including each fee and disbursement of counsel to Mortgagee) incurred by Mortgagee in such entry and collection, in each case, subject to apply the remainder of the same to the terms hereof and Indebtedness, without affecting its right to maintain any action theretofore instituted, or to bring any action thereafter, to enforce the payment of the Relevant DocumentsIndebtedness. Upon an In the event Mortgagee exercises such rights, it shall not thereby be deemed a mortgagee in possession, and it shall not in any way be made liable for any act or omission. No Mortgagor shall assign such leases, rents, issues or profits or any interest therein or grant any similar rights to any other person without Mortgagee’s prior written consent. Mortgagee hereby waives the right to enter upon and to take possession of the Premises for the purpose of collecting said rents, issues and profits, and Mortgagor shall be entitled to collect the same, until the occurrence or existence of any Event of Default, but such right of Mortgagor may be revoked by Mortgagee upon the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession occurrence or existence of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such any Event of Default ceases to exist, Default. Upon the license shall automatically be reinstated. In addition, during the continuation occurrence or existence of an any Event of Default, Beneficiary may, either Mortgagor shall pay monthly in person or by agent, without bringing any action or proceedingadvance to Mortgagee, or by a to any receiver appointed by to collect said rents, issues and profits, a courtfair and reasonable monthly rental value for the use and occupation of the Premises, without and upon default in any such payment shall vacate and surrender the necessity of taking possession of the Trust Property in its own namePremises to Mortgagee or to such receiver, and in addition default thereof may be evicted by summary proceedings pursuant to Article 7 of the New York Real Property Actions and without limiting any of Beneficiary's Proceedings Law. The rights and remedies hereunder, under the Notes this section and any other Relevant Documents and as otherwise available at law or separately recorded assignment of rents and/or leases in equity, (a) notify any lessee or other person that favor of Mortgagee shall be cumulative. In the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts event of any Rents or other obligations inirreconcilable inconsistencies between such agreements and this section, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the separately recorded assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, rents and/or leases shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldcontrol.

Assignment of Leases and Rents. Grantor Mortgagor does hereby absolutely and unconditionally assign to BeneficiaryMortgagee, GrantorMortgagor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not be construed to bind Beneficiary Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon BeneficiaryMortgagee. Beneficiary Mortgagee shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Mortgaged Property, for any dangerous or defective condition of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Mortgaged Property. Grantor Mortgagor agrees to execute and deliver to Beneficiary Mortgagee such additional instruments, in form and substance satisfactory to BeneficiaryMortgagee, as may hereafter be requested by Beneficiary Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary Mortgagee grants to Grantor Mortgagor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor Mortgagor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor Mortgagor herein shall immediately and automatically be revoked, and Beneficiary Mortgagee shall immediately be entitled to possession of all Rents, whether or not Beneficiary Mortgagee enters upon or takes control of the Trust Mortgaged Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Mortgaged Property in its own name, and in addition to and without limiting any of BeneficiaryMortgagee's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary Mortgagee and that all Rents are to be paid directly to BeneficiaryMortgagee, whether or not Beneficiary Mortgagee has commenced or completed foreclosure or taken possession of the Trust Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Mortgaged Property; (e) lease all or any part of the Trust Mortgaged Property; and/or (f) perform any and all obligations of Grantor Mortgagor under the Leases and exercise any and all rights of Grantor Mortgagor therein contained to the full extent of GrantorMortgagor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary Mortgagee or GrantorMortgagor. At BeneficiaryMortgagee's request, Grantor Mortgagor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Mortgaged Property. Grantor Mortgagor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by GrantorMortgagor, to comply with all demands of Beneficiary Mortgagee under this Section 8 and to turn over to Beneficiary Mortgagee on demand all Rents which it receives. Grantor Mortgagor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary Mortgagee as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to GrantorMortgagor. Beneficiary Mortgagee is hereby granted and assigned by Grantor Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Mortgaged Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section SECTION 8 nor any other remedies or security interests afforded to Beneficiary Mortgagee under the Relevant Documents, at law or in equity shall cause Beneficiary Mortgagee to be deemed or construed to be a Beneficiary Mortgagee in possession of the Trust Mortgaged Property, to obligate Beneficiary Mortgagee to lease the Trust Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor Mortgagor shall, and hereby agrees to indemnify Beneficiary Mortgagee for, and to hold Beneficiary Mortgagee harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary Mortgagee solely by reason of BeneficiaryMortgagee's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by BeneficiaryMortgagee's gross negligence or willful misconduct, or (b) to the extent arising solely from BeneficiaryMortgagee's actions after Beneficiary Mortgagee has taken possession of the Trust Mortgaged Property. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor Mortgagor shall reimburse Beneficiary Mortgagee therefor immediately upon demand. Grantor Mortgagor agrees that all Leases shall be subject to the prior written approval of BeneficiaryMortgagee, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor Mortgagor does hereby absolutely and unconditionally assign to BeneficiaryMortgagee, GrantorMortgagor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not be construed to bind Beneficiary Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon BeneficiaryMortgagee. Beneficiary Mortgagee shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Mortgaged Property, for any dangerous or defective condition of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Mortgaged Property. Grantor Mortgagor agrees to execute and deliver to Beneficiary Mortgagee such additional instruments, in form and substance satisfactory to BeneficiaryMortgagee, as may hereafter be requested by Beneficiary Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary Mortgagee grants to Grantor Mortgagor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor Mortgagor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor Mortgagor herein shall immediately and automatically be revoked, and Beneficiary Mortgagee shall immediately be entitled to possession of all Rents, whether or not Beneficiary Mortgagee enters upon or takes control of the Trust Mortgaged Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Mortgaged Property in its own name, and in addition to and without limiting any of BeneficiaryMortgagee's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary Mortgagee and that all Rents are to be paid directly to BeneficiaryMortgagee, whether or not Beneficiary Mortgagee has commenced or completed foreclosure or taken possession of the Trust Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Mortgaged Property; (e) lease all or any part of the Trust Mortgaged Property; and/or (f) perform any and all obligations of Grantor Mortgagor under the Leases and exercise any and all rights of Grantor Mortgagor therein contained to the full extent of GrantorMortgagor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary Mortgagee or GrantorMortgagor. At BeneficiaryMortgagee's request, Grantor Mortgagor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Mortgaged Property. Grantor Mortgagor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by GrantorMortgagor, to comply with all demands of Beneficiary Mortgagee under this Section 8 and to turn over to Beneficiary Mortgagee on demand all Rents which it receives. Grantor Mortgagor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary Mortgagee as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to GrantorMortgagor. Beneficiary Mortgagee is hereby granted and assigned by Grantor Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Mortgaged Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary Mortgagee under the Relevant Documents, at law or in equity shall cause Beneficiary Mortgagee to be deemed or construed to be a Beneficiary Mortgagee in possession of the Trust Mortgaged Property, to obligate Beneficiary Mortgagee to lease the Trust Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor Mortgagor shall, and hereby agrees to indemnify Beneficiary Mortgagee for, and to hold Beneficiary Mortgagee harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary Mortgagee solely by reason of BeneficiaryMortgagee's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by BeneficiaryMortgagee's gross negligence or willful misconduct, or (b) to the extent arising solely from BeneficiaryMortgagee's actions after Beneficiary Mortgagee has taken possession of the Trust Mortgaged Property. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor Mortgagor shall reimburse Beneficiary Mortgagee therefor immediately upon demand. Grantor Mortgagor agrees that all Leases shall be subject to the prior written approval of BeneficiaryMortgagee, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does hereby absolutely (a) Borrower assigns and unconditionally assign transfers to BeneficiaryMortgagee, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for as additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to for the performance Obligations, all Rents and leases and rights of any occupancy of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute Upon the occurrence and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation continuance of an Event of DefaultDefault under this Mortgage or any Obligation, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to Mortgagee shall be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect entitled to the Rents and Leases; may notify any or all persons owing Rents to Borrower (dcollectively, “Lessees”) enter upon(with a copy to Borrower) to pay all such Rents directly to Mortgagee. All such payments shall be applied in such manner as Mortgagee determines to payments required under this Mortgage and the Obligations and otherwise, take possession such amounts shall be deposited into an escrow account in the name of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights control of Grantor therein contained Mortgage for the purpose of reimbursement to the full extent of Grantor's rights and obligations thereunder, with or without the bringing Mortgagee of any future Obligations. This assignment shall be enforceable and Mortgagee shall be entitled to take any such action to enforce the assignment (including notice to tenants to pay directly to Mortgagee or the commencement of a foreclosure action) without seeking or obtaining the appointment of a receiver or possession of the Property. (b) Xxxxxxxx consents to and irrevocably authorizes and directs Xxxxxxx, and any successors to the interests of said Xxxxxxx, upon notice from Mortgagee to pay to Mortgagee the Rents due or to become due. The Lessees shall have the right to rely upon such notice from Mortgagee and shall pay the Rents to Mortgagee without need any obligation or right to determine the actual existence of the right of Mortgagee to receive the Rents, notwithstanding any notice from or claim of Borrower to the contrary. Borrower shall have no right or claim against said Lessees for any other authorization Rents so paid by said Xxxxxxx to Mortgagee. (c) Xxxxxxxx also hereby authorizes Mortgagee, at Mortgagee’s sole option after default and during the continuance thereof hereunder, and notice to Xxxxxxxx, to take over and assume the management, operation and maintenance of the Property and to perform all acts necessary and proper and to expend such sums out of the income of the Property as may be needful in connection therewith, in the same manner and to the same extent as the Borrower theretofore might have done, including the right to take the following actions with respect to agreements relating to the Property, including the Ground Lease, if applicable (collectively, the “Property Agreements”): (1) effect new Property Agreements; (2) cancel, terminate or surrender existing Property Agreements; (3) alter or amend the terms of existing Property Agreements; (4) renew existing Property Agreements; or (5) make concessions to Lessors and/or Lessees, including without limitation, the lessor under any Ground Lease. Borrower hereby releases all claims against Mortgagee arising out of such management, operation and maintenance, excepting the liability of Mortgagee to account as hereinafter set forth. (d) After (i) payment of all proper charges and expenses to be determined by Mortgagee in its sole discretion, including reasonable compensation to such managing agent as Mortgagee shall select and employ, and including, at Mortgagee’s sole option, payment of any prior mortgage or other action lien on the Property, and (ii) the accumulation of a reserve to meet taxes, assessments, sewer and water and fire and liability insurance, Mortgagee shall credit the net amount of income received by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy it from the Property by virtue of this assignment to each tenant under a Lease any amounts due and owing to each manager and managing agent or operator it by the Borrower on any of the Trust Property. Grantor irrevocably directs any tenantObligations, manager, managing agent, or operator but the manner of the Propertyapplication of such net income and what items shall be credited shall be determined in the sole discretion of Mortgagee; provided, without however, if the Mortgagee is not then owed any requirement amount on the Obligations, then Mortgagee shall have the right to deposit such funds into an escrow account under the control of and for notice to or consent by Grantorthe benefit of Mortgagee, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that be used by Mortgagee for payment of any Rents by a person Obligations which become due and payable thereafter. Mortgagee shall not be accountable for more moneys than it actually receives from the Property; nor shall it be liable for failure to Beneficiary as hereinabove provided shall constitute payment by such person, as fully collect Rents. (e) Borrower covenants and with warrants to Mortgagee that neither it nor any previous owner of an interest in the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation Property has executed any prior assignment or pledge of the license granted herein, to enter upon Rents or any of the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver leases which has not been released. Xxxxxxxx also hereby covenants and agrees not to collect the Rents. Any Rents collected after more than 30 days in advance and further agrees not to do any other act which would destroy or impair the revocation benefits to Mortgagee of this assignment. (f) Xxxxxxxx agrees that an entry upon the Property by Mortgagee or its agents under the terms of this instrument shall not constitute Mortgagee as “mortgagee in possession.” (g) Mortgagee shall not be obligated to discharge or perform the duties of Borrower under any Property Agreement and there shall not be imposed on Mortgagee, any liability as a result of the license exercise of the option to collect Rents under this assignment, and it is agreed that the collection or participation therein shall be applied towards as agent only for the payment Borrower. Mortgagee assumes no obligations of the Obligations. Neither Borrower under the enforcement Property Agreements. (h) Borrower hereby agrees to indemnify Mortgagee against and hold it harmless from any and all liability, loss or damage which it may or might incur under a Property Agreement or under or by reason of this assignment and of and from any and all claims and demands whatsoever which may be asserted against it by reason of any of the remedies under this Section 8 nor any other remedies alleged obligation or security interests afforded undertaking on its part to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwiseterms of the Property Agreements. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, Should Mortgagee incur any and all claims, such liability, expenses, losses loss or damages which may damage under the Property Agreements or might be asserted against under or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconductthis Mortgage, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur in defense against any such claim, liability, expense, loss claims or damagedemands, the amount thereof, including all actual reasonable costs, expenses and reasonable attorneys’ fees of attorneys, shall constitute Obligations be secured herebyby this Mortgage, and Grantor Xxxxxxxx shall reimburse Beneficiary Mortgagee therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor Mortgagor does hereby absolutely and unconditionally assign to BeneficiaryMortgagee, Grantorall of Mortgagor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not be construed to bind Beneficiary Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon BeneficiaryMortgagee. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor Mortgagor agrees to execute and deliver to Beneficiary Mortgagee such additional instruments, in form and substance satisfactory to BeneficiaryMortgagee, as may hereafter be requested by Beneficiary Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary Mortgagee grants to Grantor Mortgagor a revocable license to operate and manage the Property and to collect the Rents. Mortgagor shall cause all Rents to be deposited into the Collection Account in accordance with the terms of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant DocumentsLoan Agreement. Upon the occurrence and continuance of an Event of DefaultDefault (as hereinafter defined), without the need for notice or demand, the license granted to Grantor Mortgagor herein shall immediately and automatically be revoked, and Beneficiary Mortgagee shall immediately be entitled to possession of all Rents, whether or not Beneficiary Mortgagee enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary Mortgagee is hereby granted and assigned by Grantor Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or person, by agent, without bringing any action or proceeding, agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment in accordance with Section 2.6 of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLoan Agreement.

Assignment of Leases and Rents. Grantor does Mortgagor hereby absolutely and unconditionally assign presently conveys, transfers and assigns to Beneficiary, Grantor's right, title and interest in Mortgagee all current and future Leases and Rents, it being intended by Grantor . It is the intention of Xxxxxxxxx that this the foregoing assignment constitutes constitute a present, absolute assignment of the Leases and Rents and not an assignment for additional security only. Such assignment , which gives Mortgagee the present right to Beneficiary shall not be construed to bind Beneficiary to collect the performance of any rents and apply the Rents in partial payment of the covenants, conditions Note. Xxxxxxxxx intends that the Leases and Rents be absolutely irrevocably and unconditionally assigned and that they no longer be property of Mortgagor or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair property of the Trust Propertyestate of Mortgagor, for as defined in 11 X.X.X.xx. 541. If any dangerous or defective condition law exists requiring Mortgagee to take actual possession of the Trust Property, Mortgaged Premises or for any negligence in the management, upkeep, repair Collateral (or control some action equivalent to taking possession of the Trust PropertyMortgaged Premises or the Collateral, such as securing the appointment of a receiver) in order for Mortgagee to "perfect" or "activate" the right and remedies of Mortgagee, Mortgagor waives the benefit of such law. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this paragraphMortgage and the Assignment of Leases, Beneficiary Mortgagee grants to Grantor Mortgagor a revocable license license, revocable, as hereinafter provided, to collect all of and use the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof requirements of this Mortgage and the Assignment of the Relevant DocumentsLeases. Upon an the occurrence of any Event of DefaultDefault (as defined below), the license granted to Grantor Mortgagor herein shall immediately and automatically shall, at Mortgagee's election, be revokedrevoked by Mortgagee, and Beneficiary Mortgagee shall immediately be entitled to possession of all Rents, Rents collected thereafter (including Rents past due and unpaid) whether or not Beneficiary Mortgagee enters upon or takes control of the Trust PropertyMortgaged Premises. Upon such a revocation of the license granted herein, provided that if such Mortgagee promptly shall provide Mortgagor with written notice of same. Any Rents collected by Xxxxxxxxx from and after the date on which an Event of Default ceases to exist, the license occurred shall automatically be reinstatedheld by Mortgagor in trust for Mortgagee. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary Mortgagee is hereby granted and assigned by Grantor Xxxxxxxxx the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property Mortgaged Premises in person person, by agent or by agent, without bringing any action or proceeding, or by court-court appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does (a) The Mortgagor hereby irrevocably, unconditionally and absolutely grants, transfers and unconditionally assign assigns to Beneficiary, Grantor's the Mortgagee all of its right, title and interest in and to all current Leases, together with any and future Leases all extensions and Rentsrenewals thereof for purposes of securing and discharging the Finance Obligations. The Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Lease or its respective Rents to anyone other than to the Mortgagee, other than in connection with the ABL Collateral Documents. (b) Following the occurrence and during the continuation of an Event of Default, without the Mortgagee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, the Mortgagor will not (i) enter into, modify in any material respect, amend in any material respect, terminate or consent to the cancellation or surrender of any Lease if such entrance, modification, amendment, termination or consent would, in the reasonable judgment of the Mortgagee, be adverse in any material respect to the Secured Parties, the value of the Encumbered Property or the liens and security interests created by this Mortgage or (ii) except for an assignment or subletting which is expressly permitted under the terms of the Lease, consent to an assignment of any tenant’s interest in any Lease or to a subletting thereof covering a material portion of the Encumbered Property, except, in each case, as may be permitted by this Mortgage or the other Finance Documents. (c) The Mortgagor has assigned and transferred to the Mortgagee all of the Mortgagor’s right, title and interest in and to the Rents now or hereafter arising, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 3.07(d) below, an absolute transfer and assignment of all Rents and all Leases to the Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment to Beneficiary the Mortgagee shall not be construed to bind Beneficiary the Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiarythe Mortgagee except that the Mortgagee shall be accountable for any Rents actually received pursuant to the aforesaid assignment. Beneficiary Notwithstanding the foregoing, the Mortgagor shall have the license and right, subject to automatic revocation as provided in Section 3.07(d) below, to operate and rent, lease or let all or any portion of the Encumbered Property and to collect all of the Rents. As provided in Section 3.07(d) below, the license granted by this Section 3.07(c) is subject to automatic revocation and thereafter the Mortgagee may, in the Mortgagor’s name and stead (with or without first taking possession of any of the Encumbered Property personally or by receiver as provided herein) operate the Encumbered Property and rent, lease or let all or any portion of any of the Encumbered Property to any party or parties at such rental and upon such terms as the Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of such Rents arising from or accruing at any time thereafter or that may thereafter become due. (d) As long as no Event of Default has occurred or is continuing, the license granted under Section 3.07(c) above shall be effective and the Mortgagee shall not exercise any of its rights under Section 3.07(c) above, and the Mortgagor shall receive and collect the Rents accruing under any Lease pursuant to the revocable license granted therein; but upon the occurrence and during the continuance of any Event of Default, the license granted under Section 3.07(c) above shall be deemed to be automatically revoked and shall terminate automatically without notice and the Mortgagee shall be entitled to all of the Rents without the necessity of the Mortgagee’s taking any action whatsoever, and the Rents shall thereupon be deemed to be cash collateral for all purposes, including without limitation for purposes of Section 363 of the Bankruptcy Code. Upon the occurrence and during the continuance of any Event of Default, the Mortgagee may receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Upon the occurrence and during any continuance of an Event of Default, the Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by the Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to the Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to the Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom the controlMortgagee or any officer, careagent, maintenance, management attorney or repair employee of the Trust Mortgagee shall have collected any Rents, shall be authorized to pay Rents to the Mortgagor only after such tenant or any of such tenant’s successors in interest shall have received written notice from the Mortgagee that the Event of Default is no longer continuing, which notice the Mortgagee shall be obligated to give if the Mortgagee determines in its reasonable discretion that such Event of Default is no longer continuing (or if ordered by a court or arbitrator with jurisdiction), unless and until a further notice of an Event of Default is given by the Mortgagee to such tenant or any of such tenant’s successors in interest. (e) The Mortgagee will not become a mortgagee in possession so long as it does not enter and take actual possession of the Encumbered Property. In addition, the Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenants, or others, for any dangerous or defective condition conditions of any of the Trust Encumbered Property, or for any negligence in the management, upkeep, repair or control of any of the Trust Encumbered Property or any other act or omission by any other person, except in the event the Mortgagee takes possession of the Encumbered Property. Grantor agrees , but only for occurrences or non-occurrences arising or accruing subsequent to execute such taking of possession of the Encumbered Property. (f) The Mortgagor shall furnish to the Mortgagee, within 30 days after a request by the Mortgagee to do so, a written statement containing the names of all tenants, subtenants and deliver to Beneficiary such additional instrumentsconcessionaires of the Premises or Improvements, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof space occupied and of the Relevant Documents. Upon rentals or license fees payable thereunder. (g) If an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedDefault occurs, and Beneficiary shall immediately be entitled if there is any applicable law requiring the Mortgagee to possession of all Rents, whether take actual or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking constructive possession of the Trust Property in its own namePremises (or some action equivalent thereto, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and such as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or securing the appointment of a receiver receiver) in order for the Mortgagee to “perfect” or “activate” its rights and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestremedies as set forth herein, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of Mortgagor hereby waives the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment benefits of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant laws to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the maximum extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldallowable.

Assignment of Leases and Rents. Grantor does Each Mortgagor hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's right, title and interest in the Mortgagee all current existing and future Leases leases of the Premises or any portion thereof (including, but not limited to, any amendments, renewals, extensions or modifications thereof) and Rentsthe rents, it being intended by Grantor that this assignment constitutes a presentissues and profits of the Premises including without limitation accounts receivable for use of the Premises for hotel or lodging services ("Accounts"), absolute assignment as further security for the payment of the Indebtedness, and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary each Mortgagor grants to the performance of any Mortgagee the right to enter upon and to take possession of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment Premises for the control, care, maintenance, management or repair purpose of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy collecting the same and otherwise exercise all rights to let the Premises or any portion thereof, and, after payment of Grantor under any Leaseeach cost and expense (including, in but not limited to, each case, subject fee and disbursement of counsel to the terms hereof Mortgagee) incurred by the Mortgagee in such entry and collection, to apply the remainder of the Relevant Documentssame to the Indebtedness, without affecting its right to maintain any action theretofore instituted, or to bring any action thereafter, to enforce the payment of the Indebtedness. Upon an In the event the Mortgagee exercises such rights, it shall not thereby be deemed a mortgagee in possession, and it shall not in any way be made liable for any act or omission. This assignment and grant shall continue in effect until the Indebtedness is fully paid. No Mortgagor shall assign such leases, rents, issues or profits or any interest therein or grant any similar rights to any other person without the Mortgagee's prior written consent. The Mortgagee hereby waives the right to enter upon and to take possession of the Premises for the purpose of collecting said rents, issues and profits, and each Mortgagor shall be entitled to collect the same, until the occurrence or existence of any Event of Default, but such right of each Mortgagor may be revoked by the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession Mortgagee upon the occurrence or existence of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such any Event of Default ceases to exist, Default. Upon the license shall automatically be reinstated. In addition, during the continuation occurrence or existence of an any Event of Default, Beneficiary may, either each Mortgagor shall pay monthly in person or by agent, without bringing any action or proceedingadvance to the Mortgagee, or by a to any receiver appointed by to collect said rents, issues and profits, a courtfair and reasonable monthly rental value for the use and occupation of the Premises, without and upon default in any such payment shall vacate and surrender the necessity of taking possession of the Trust Property in its own namePremises to the Mortgagee or to such receiver, and in addition default thereof may be evicted by summary proceedings pursuant to Article 7 of the New York Real Property Actions and without limiting any of Beneficiary's Proceedings Law. The rights and remedies hereunder, under the Notes this section and any other Relevant Documents and as otherwise available at law or separately recorded assignment of rents and/or leases in equity, (a) notify any lessee or other person that favor of Mortgagee shall be cumulative. In the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts event of any Rents or other obligations inirreconcilable inconsistencies between such agreements and this section, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the separately recorded assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, rents and/or leases shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldcontrol.

Assignment of Leases and Rents. Grantor 6.1. Mortgagor does hereby absolutely transfer, assign and unconditionally assign deliver unto Mortgagee, grant to BeneficiaryMortgagee a security interest in, Grantor's the Leases and the Rents and all right, title and interest of Mortgagor in and to any and all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance guarantees of any of the covenantsLeases; TO HAVE AND TO HOLD the Leases and the Rents and said guarantees, conditions together with all the rights, privileges and appurtenances now or provisions contained hereafter in any wise belonging or pertaining thereto, unto Mortgagee, its successors and assigns, forever, subject, however, to the terms and conditions hereinafter provided in this Section 6. Mortgagee shall have all rights against tenants of the Mortgaged Property as set forth in Section 291-f of the Real Property Law of New York. 6.2. Mortgagor hereby authorizes and empowers Mortgagee to collect the Rents as the same shall become due, and hereby irrevocably directs each and all of the Lessees and sublessees to pay to Mortgagee, upon demand by Mortgagee, the Rents as may now be due or payable and/or shall hereafter become due or payable; provided however, no such demand shall be made by Mortgagee unless and until there shall have occurred a default or an Event of Default hereunder beyond any applicable notice and cure period. Until such demand is made, Mortgagor shall have the license to collect or continue to collect the Rents; upon such demand such license shall cease. 6.2.1 Mortgagor’s right to collect or to continue to collect the Rents as aforesaid, shall not authorize collection by Mortgagor of any installment of rent or any other payment (exclusive of security deposits) more than one (1) month in advance of the respective dates prescribed in the Leases or otherwise for the payment thereof without the written consent of Mortgagee. 6.2.2 No lessee, sublessee, tenants or other occupant of the Mortgaged Property making any payment to Mortgagee pursuant to this Section 6 shall be under any obligation to inquire into or determine the actual existence of any default claimed by Mortgagee. 6.3. Mortgagee shall be and hereby is authorized and empowered, for and in the name or names and on behalf of Mortgagor and/or Mortgagee, and for the purposes hereinafter set forth, shall be and hereby is made, constituted and appointed the true and lawful attorney-in-fact of Mortgagor (with full power of substitution and revocation) and in the name, place and stead of Mortgagor, and in the sole and uncontrolled discretion of said attorney, to cause the assignment to Mortgagee of any Lease which has not been so assigned after request therefor by Mortgagee. The foregoing appointment, being coupled with an interest, is irrevocable until the Obligations are paid and otherwise satisfied in full. 6.4. Mortgagor shall not enter into any Lease in excess of 2,000 square feet without first obtaining Mortgagee’s written approval of the terms and conditions thereof and the Lessee thereunder, which approval shall not be unreasonably withheld or delayed. In the event Mortgagor intends to enter into any Lease for less than 2,000 square feet, Mortgagor shall promptly notify Mortgagee of the terms and conditions thereof. If requested by Mortgagor, Mortgagee will grant conditional approvals of proposed Leases requiring Mortgagee’s approval hereunder or proposed renewals, extensions or modifications of existing Leases at any stage of the leasing process, from initial “term sheet” through negotiated Lease drafts; provided, however, that the final approval of Mortgagee shall only be given following receipt of a final draft version of the Lease in question. Provided that no Event of Default is continuing, if Mortgagor provides Mortgagee with a written request for approval (which written request shall specifically refer to this Section 6.4 and shall explicitly state that failure by Mortgagee to approve or disapprove within ten (10) business days will constitute a deemed approval) and Mortgagee fails to reject the request in writing delivered to Mortgagor within ten (10) business days after receipt by Mortgagee of the request, the proposed Lease or otherwise impose proposed renewal, extension or modification of an existing Lease shall be deemed approved by Mortgagee, and Mortgagor shall be entitled to enter into such proposed Lease or proposed renewal, extension or modification of an existing Lease. 6.5. Notwithstanding anything in this Section 6 to the contrary, at Mortgagor’s written request, Mortgagee shall enter into a subordination non-disturbance and attornment agreement on Mortgagee’s then-current standard form with any national tenant or any other creditworthy tenant leasing in excess of ten (10%) percent of the Mortgage Property. Mortgagor shall reimburse Mortgagee upon demand for all reasonable costs and expenses incurred by Mortgagee in connection with the preparation and negotiation of such subordination, non-disturbance and attornment agreements. 6.6. The provisions of the Assignment of Leases and Rents and the powers granted to Mortgagee under Section 9 hereof shall in no respect operate to place upon Mortgagee any responsibility or obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for to take any action whatsoever with respect to the operation, control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute Mortgaged Property and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action taken or proceeding, failure or refusal to act by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to Mortgagee shall be at Mortgagee’s election and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary liability on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldpart.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) All Leases entered into by Mortgagor at the Mortgaged Property following the date hereof shall be subordinate to the lien of this Mortgage unless otherwise contemplated under the Term Loan Credit Agreement. Mortgagor will not enter into, Grantor's any Lease if such Lease, as entered into, will not be subordinate to the lien of this Mortgage unless otherwise contemplated under the Term Loan Credit Agreement. (c) Subject to Section 1.06(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.06(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.06(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default (as defined in the Security Agreement) shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.06(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the occurrence and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents Mortgaged Property or any other act or omission by any other person unless and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary until it enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking actual possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or . (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shallImprovements, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, a copy of any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLease.

Assignment of Leases and Rents. Grantor does (a) The Mortgagor hereby irrevocably, unconditionally and absolutely grants, transfers and unconditionally assign assigns to Beneficiary, Grantor's the Mortgagee all of its right, title and interest in and to all current Leases, together with any and future Leases all extensions and Rentsrenewals thereof for purposes of securing and discharging the Finance Obligations. The Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Lease or its respective Rents to anyone other than to the Mortgagee. (b) Without the Mortgagee’s prior written consent, the Mortgagor will not (i) enter into, modify, amend, terminate or consent to the cancellation or surrender of any Lease if such entrance, modification, amendment, termination or consent would, in the reasonable judgment of the Mortgagee, be adverse in any material respect to the Secured Parties, the value of the Encumbered Property or the liens and security interests created by this Mortgage or (ii) consent to an assignment of any tenant’s interest in any Lease or to a subletting thereof covering a material portion of the Encumbered Property, except, in each case, as may be permitted by this Mortgage or the other Credit Documents. (c) The Mortgagor has assigned and transferred to the Mortgagee all of the Mortgagor’s right, title and interest in and to the Rents now or hereafter arising, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 3.14(d) below, an absolute transfer and assignment of all Rents and all Leases to the Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment to Beneficiary the Mortgagor shall not be construed to bind Beneficiary the Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiarythe Mortgagee. Beneficiary Notwithstanding the foregoing, the Mortgagor shall have the license and right, subject to automatic revocation as provided in Section 3.14(d) below, to operate and rent, lease or let all or any portion of the Encumbered Property and to collect, but not more than one month prior to accrual, all of the Rents. As provided in Section 3.14(d) below, the license granted by this Section 3.14(c) is subject to automatic revocation and thereafter the Mortgagee may, in the Mortgagor’s name and stead (with or without first taking possession of any of the Encumbered Property personally or by receiver as provided herein) operate the Encumbered Property and rent, lease or let all or any portion of any of the Encumbered Property to any party or parties at such rental and upon such terms as the Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of such Rents arising from or accruing at any time thereafter or that may thereafter become due. (d) As long as no Event of Default has occurred or is continuing, the license granted under Section 3.14(c) above shall be effective and the Mortgagee shall not exercise any of its rights under Section 3.14(c) above, and the Mortgagor shall receive and collect the Rents accruing under any Lease pursuant to the revocable license granted therein; but upon the occurrence of any Event of Default, the license granted under Section 3.14(c) above shall be deemed to be automatically revoked and shall terminate automatically without notice and the Mortgagee shall be entitled to all of the Rents without the necessity of the Mortgagee’s taking any action whatsoever, and the Rents shall thereupon be deemed to be cash collateral for all purposes, including without limitation for purposes of Section 363 of the Bankruptcy Code. Upon the occurrence and during the continuance of any Event of Default, the Mortgagee may receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Upon the occurrence and during any continuance of an Event of Default, the Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by the Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to the Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to the Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom the controlMortgagee or any officer, careagent, maintenance, management attorney or repair employee of the Trust Mortgagee shall have collected any Rents, shall be authorized to pay Rents to the Mortgagor only after such tenant or any of such tenant’s successors in interest shall have received written notice from the Mortgagee that the Event of Default is no longer continuing, which notice the Mortgagee shall be obligated to give if the Mortgagee determines in its reasonable discretion that such Event of Default is no longer continuing (or if ordered by a court or arbitrator with jurisdiction), unless and until a further notice of an Event of Default is given by the Mortgagee to such tenant or any of such tenant’s successors in interest. (e) The Mortgagee will not become a mortgagee in possession so long as it does not enter and take actual possession of the Encumbered Property. In addition, the Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenants, or others, for any dangerous or defective condition conditions of any of the Trust Encumbered Property, or for any negligence in the management, upkeep, repair or control of any of the Trust Property. Grantor agrees Encumbered Property or any other act or omission by any other person. (f) The Mortgagor shall furnish to execute the Mortgagee, no more frequently than twice in any twelve (12) month period, within thirty (30) days after a request by the Mortgagee to do so, a written statement containing the names of all tenants, subtenants and deliver to Beneficiary such additional instrumentsconcessionaires of the Premises or Improvements, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof space occupied and of the Relevant Documents. Upon rentals or license fees payable thereunder. (g) If an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedDefault occurs, and Beneficiary shall immediately be entitled if there is any applicable law requiring the Mortgagee to possession of all Rents, whether take actual or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking constructive possession of the Trust Property in its own namePremises (or some action equivalent thereto, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and such as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or securing the appointment of a receiver receiver) in order for the Mortgagee to “perfect” or “activate” its rights and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestremedies as set forth herein, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of Mortgagor hereby waives the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment benefits of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant laws to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the maximum extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldallowable.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Secured Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) All Leases entered into by Mortgagor at the Mortgaged Property following the date hereof shall be subordinate to the lien of this Mortgage unless otherwise contemplated under the Credit Agreement. Mortgagor will not enter into, Grantor's any Lease if such Lease, as entered into, will not be subordinate to the lien of this Mortgage unless otherwise contemplated under the Credit Agreement. (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the occurrence and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents Mortgaged Property or any other act or omission by any other person unless and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary until it enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking actual possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or . (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shallImprovements, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, a copy of any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLease.

Assignment of Leases and Rents. Grantor As additional security for the payment of the Indebtedness, Mortgagor does hereby absolutely bargain, sell, assign and unconditionally assign to Beneficiarytransfer unto Mortgagee, Grantor's rightits successors and assigns, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions leases which now or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for hereafter may affect the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Mortgaged Property, or for any negligence in part thereof, during the management, upkeep, repair or control term of this Mortgage and all of the Trust Property. Grantor agrees to execute rents, profits, and deliver to Beneficiary such additional instruments, in form other income of any kind now due and substance satisfactory to Beneficiary, as which may hereafter be requested become due under or by Beneficiary to further evidence and confirm such assignment. Neverthelessvirtue of any lease or agreement, subject to whether written or verbal, for the terms use or occupancy of the Mortgaged Property, or any part thereof, whether presently existing or entered into at any time during the term of this paragraphMortgage, Beneficiary grants whether before or after foreclosure or during the period of redemption. It is the expressed intention of Mortgagor and Mortgagee to Grantor a revocable license establish an absolute transfer and assignment of all such leases and agreements and all of the rents, profits and other income of any kind from the Mortgaged Property unto Mortgagee, its successors and assigns, and Mortgagor does hereby appoint irrevocably Mortgagee its true and lawful attorney in its name and stead, which appointment is coupled with an interest, to collect all of the Rents said rents, profits and retainother income; provided that, use unless and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon until an Event of Default, as herein defined, occurs under this Mortgage, Mortgagor shall have the license granted right to Grantor herein collect and retain said rents, profits and other income. The assignment of rents shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession effective until the payment of all Rentsmoney secured by this Mortgage, whether or not Beneficiary enters upon or takes control in the event of foreclosure, until the period of redemption expires. Regardless of the Trust Property, provided that if such Event extinguishment of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or debt by a receiver appointed by a courtforeclosure sale, without this benefit shall continue for the necessity benefit of the purchaser at such sale. The entering upon and taking possession of the Trust Mortgaged Property and the collection of such rents, profits and other income shall not cure or waive any defaults under this Mortgage nor in its own name, and in addition any way operate to and without limiting prevent Mortgagee from pursuing any of Beneficiary's rights and remedies hereunder, other remedy which it may now or hereafter have under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy terms of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs Mortgage nor shall it in any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to way be deemed or construed to be constitute Mortgagee a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldmortgagee-in-possession.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's (a) All right, title title, and interest of Mortgagor in and to all current and future Leases and RentsRents are hereby transferred and assigned simultaneously herewith to Mortgagee. Although it is the intention of the parties that the assignment contained in this paragraph shall be a present assignment, it being intended by Grantor is expressly understood and agreed, anything to the contrary notwithstanding, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not exercise any of the rights or powers conferred upon it by this paragraph unless an Event of Default shall exist and be construed continuing under this Second Mortgage. (b) Following the occurrence of an Event of Default and during the continuance thereof, (a) Mortgagee shall have the rights and powers as are provided herein, (b) this Second Mortgage shall constitute a direction to each lessee under the Leases and each guarantor thereof to pay all Rents directly to Mortgagee without proof of the Event of Default, and (c) Mortgagee shall have the authority, as Mortgagor’s attorney-in-fact (such authority being coupled with an interest and irrevocable), to sign the name of Mortgagor and to bind Beneficiary Mortgagor on all papers and documents relating to the performance operation, leasing and maintenance of the Property. (c) If Mortgagor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep any of the covenants, conditions or provisions and agreements contained in such Lease, then Mortgagee may perform and comply with any such Lease or otherwise impose any obligation upon Beneficiarycovenants, agreements and provisions with written notice to Mortgagor. Beneficiary shall have no responsibility on account of this assignment for the controlAll reasonable costs and expenses incurred by Mortgagee in complying with such covenants, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedagreements, and Beneficiary provisions shall immediately constitute Secured Indebtedness and shall be entitled to possession of all Rents, whether or not Beneficiary enters payable upon or takes control of demand with interest payable at the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; Rate. (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagee shall not be obligated to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallLease, and Mortgagor shall and does hereby agrees to indemnify Beneficiary foragree, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) except to the extent caused by Beneficiary's of Mortgagee’s gross negligence or willful misconduct, to indemnify and hold the Mortgagee harmless of and from any and all liability, loss or (b) damage which it may or might incur under any Lease or under or by reason of their assignments and of and from any and all claims and demands whatsoever which may be asserted against it by reason of alleged obligations or undertakings on its part to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession perform or discharge any of the Trust Propertyterms, covenants or agreements contained in such Lease. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damagedamage under any Lease or under or by reason of its assignment to Mortgagee, or in the defense of any claims or demands, the amount thereof, including all actual costs, expenses and reasonable fees of attorneys’ fees, shall constitute Obligations secured hereby, Secured Indebtedness and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to payable upon demand with interest payable at the prior written approval of Beneficiary, such approval not to be unreasonably withheldDefault Rate.

Assignment of Leases and Rents. Grantor does hereby absolutely (a) Subject to the rights of Landlord under the Property Lease and unconditionally assign the terms and conditions of the Property Lease and except to Beneficiarythe extent otherwise provided in the Property Lease, Grantor's all right, title title, and interest of Leasehold Mortgagor in and to all current and future Leases and RentsRents are hereby transferred and assigned simultaneously herewith to Leasehold Mortgagee as further security for the payment of the Secured Indebtedness. Although it is the intention of the parties that the assignment contained in this paragraph shall be a present assignment, it being intended by Grantor is expressly understood and agreed, anything to the contrary notwithstanding, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Leasehold Mortgagee shall not exercise any of the rights or powers conferred upon it by this Section 3.8(a) until an Event of Default shall exist and be construed to bind Beneficiary continuing under this Leasehold Mortgage. (b) Subject to the performance rights of Landlord under the Property Lease and the terms and conditions of the Property Lease and except to the extent otherwise provided in the Property Lease, following the occurrence of an Event of Default and during the continuance thereof, (i) Leasehold Mortgagee shall have the rights and powers as are provided herein, and (ii) the Leasehold Mortgagee shall be authorized to direct, and this Leasehold Mortgage shall constitute a direction to each lessee under the Leases and each guarantor thereof to pay all Rents directly to Leasehold Mortgagee without proof of the Event of Default. (c) If Leasehold Mortgagor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep all of the covenants, conditions or provisions and agreements contained in such Lease, then Leasehold Mortgagee may perform and comply with any such Lease or otherwise impose any obligation upon Beneficiarycovenants, agreements and provisions. Beneficiary shall have no responsibility on account of this assignment for the controlAll reasonable costs and expenses incurred by Leasehold Mortgagee in complying with such covenants, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedagreements, and Beneficiary provisions shall immediately constitute Secured Indebtedness and shall be entitled to possession of all Rents, whether or not Beneficiary enters payable upon or takes control of demand with interest payable at the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; Rate. (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Leasehold Mortgagee shall not be obligated to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallLease, and Leasehold Mortgagor shall and does hereby agrees to indemnify Beneficiary foragree, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) except to the extent caused by Beneficiary's of Leasehold Mortgagee’s gross negligence or willful misconduct, to indemnify and hold the Leasehold Mortgagee harmless of and from any and all liability, loss or (b) damage which it may or might incur under any Lease or under or by reason of the assignment of any Lease and of and from any and all claims and demands whatsoever which may be asserted against it by reason of alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in such Lease. Except to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary Leasehold Mortgagee’s gross negligence or willful misconduct, should Leasehold Mortgagee incur any such claim, liability, expense, loss or damagedamage under any Lease or under or by reason of its assignment to Leasehold Mortgagee, or in the defense of any claims or demands, the amount thereof, including all actual costs, expenses and reasonable fees of attorneys’ fees, shall constitute Obligations secured hereby, Secured Indebtedness and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to payable upon demand with interest payable at the prior written approval of Beneficiary, such approval not to be unreasonably withheldDefault Rate.

Assignment of Leases and Rents. Grantor does (a) In furtherance of and in addition to the assignment made by Mortgagor in the granting clauses of this Mortgage, Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assign to Beneficiary, Grantor's assigns all of its right, title and interest as landlord in all current and future the Leases and RentsRents to Mortgagee. The foregoing grant, it being intended by Grantor that this transfer and assignment constitutes is a present, present and absolute assignment and not an assignment for additional merely the passing of a security onlyinterest. Such assignment shall continue in effect until the Obligations are paid in full, or as provided in Section 37 hereof. Upon the occurrence and during the continuance of an Event of Default, Mortgagor also grants to Beneficiary Mortgagee the right to enter the Mortgaged Property for the purpose of collecting the same and to let the Mortgaged Property or any part thereof, and to apply the Rents on account of the Obligations. So long as no Event of Default shall not have occurred and be continuing, Mortgagor shall have a license from Mortgagee to exercise all rights granted to the landlord under the Leases, including the right to receive and collect all Rents. During the continuance of an Event of Default, the license hereby granted to Mortgagor shall be temporarily suspended, and Mortgagor shall promptly pay over to Mortgagee, or to any receiver appointed to collect the Rents, any lease security deposits and rent prepayments. (b) Mortgagor hereby further grants to Mortgagee the right to notify the lessee under any Lease of the assignment thereof and, after the occurrence and during the continuance of an Event of Default, (i) to demand that such lessee pay all amounts due under such Lease directly to Mortgagee, (ii) to enter upon and take possession of the Mortgaged Property for the purpose of collecting the Rents, (iii) to dispossess by the usual summary proceedings any lessee defaulting in the payment thereof, (iv) to let the Mortgaged Property, or any part thereof, and (v) to apply the Rents, after payment of all necessary charges and reasonable and documented out-of-pocket expenses, on account of the Obligations. Mortgagor hereby irrevocably authorizes and directs each lessee under any Lease to rely upon any such notice. Nothing contained in this Section 24 shall be construed to bind Beneficiary Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon Beneficiary. Beneficiary on Mortgagee thereunder, except that Mortgagee shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, be accountable for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees Rents actually received pursuant to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. NeverthelessMortgagor shall not modify, subject amend, terminate or consent to the terms cancellation, surrender or assignment of any Lease if any modification, amendment, termination or assignment would have a Material Adverse Effect (it being understood that the preceding portions of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject sentence shall not apply to the terms hereof expiration or early termination of any Lease by its terms). Mortgagor shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for security deposits and estimated payments of percentage rent or operating costs, if any). The collection of Rents by Mortgagee shall in no way waive the Relevant Documents. Upon an right of Mortgagee to foreclose this Mortgage in the event of any Event of Default, the license granted . Mortgagor shall furnish to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or Mortgagee promptly after a written request by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all lessees, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any sublessees and concessionaires of the Leases Mortgaged Property, the terms of any Lease, the space occupied, the rentals or otherwise. Grantor shalllicense fees payable thereunder, whether each such lessee is in default under its Lease and if so, the nature thereof. (c) Mortgagor acknowledges that it has taken all actions necessary for the Mortgagee to obtain, and hereby agrees to indemnify Beneficiary forthat upon recordation of this Mortgage Mortgagee shall have, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconductpermitted under applicable law, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession a valid and fully perfected, first priority, present assignment of the Trust Property. Should Beneficiary incur any such claimRents, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to Liens not prohibited by Section 6.02 of the prior written approval of Beneficiary, such approval not to be unreasonably withheldCredit Agreement.

Assignment of Leases and Rents. Grantor does Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, Grantor's modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under Mortgaged Property or any Lease, in each case, subject to the terms hereof and of the Relevant Documentsother act or omission by any other person. Upon So long as an Event of DefaultDefault shall have occurred and be continuing, the license granted Mortgagor shall furnish to Grantor herein shall immediately and automatically be revokedMortgagee, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or within 30 days after a request by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's (a) All right, title title, and interest of Mortgagor in and to all current and future Leases and RentsRents are hereby transferred and assigned simultaneously herewith to Mortgagee. Although it is the intention of the parties that the assignment contained in this paragraph shall be a present assignment, it being intended by Grantor is expressly understood and agreed, anything to the contrary notwithstanding, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not exercise any of the rights or powers conferred upon it by this paragraph until an Event of Default shall exist and be construed continuing under this Mortgage. (b) Following the occurrence of an Event of Default and during the continuance thereof, (a) Mortgagee shall have the rights and powers as are provided herein, (b) this Mortgage shall constitute a direction to each lessee under the Leases and each guarantor thereof to pay all Rents directly to Mortgagee without proof of the Event of Default, and (c) Mortgagee shall have the authority, as Mortgagor’s attorney-in-fact (such authority being coupled with an interest and irrevocable), to sign the name of Mortgagor and to bind Beneficiary Mortgagor on all papers and documents relating to the performance operation, leasing and maintenance of the Property. (c) If Mortgagor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep all of the covenants, conditions or provisions and agreements contained in such Lease, then Mortgagee may perform and comply with any such Lease or otherwise impose any obligation covenants, agreements and provisions. All reasonable costs and expenses incurred by Mortgagee in complying with such covenants, agreements, and provisions shall constitute Secured Indebtedness and shall be payable upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for demand with interest payable at the control, care, maintenance, management or repair rate set forth under Section 1.3(c) of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; Credit Agreement. (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagee shall not be obligated to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallLease, and Mortgagor shall and does hereby agrees to indemnify Beneficiary foragree, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) except to the extent caused by Beneficiary's of Mortgagee’s gross negligence or willful misconduct, to indemnify and hold the Mortgagee harmless of and from any and all liability, loss or (b) damage which it may or might incur under any Lease or under or by reason of their assignments and of and from any and all claims and demands whatsoever which may be asserted against it by reason of alleged obligations or undertakings on its part to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession perform or discharge any of the Trust Propertyterms, covenants or agreements contained in such Lease. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damagedamage under any Lease or under or by reason of its assignment to Mortgagee, or in the defense of any claims or demands, the amount thereof, including all actual costs, expenses and reasonable fees of attorneys’ fees, shall constitute Obligations secured hereby, Secured Indebtedness and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to payable upon demand with interest payable at the prior written approval rate set forth under Section 1.3(c) of Beneficiary, such approval not to be unreasonably withheldthe Credit Agreement.

Assignment of Leases and Rents. (a) Grantor does hereby ------------------------------- irrevocably and absolutely grants, transfers and unconditionally assigns to the Trustee for the benefit of Beneficiary all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Grantor of the Mortgaged Obligations. Grantor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Lease or the Rents payable thereunder to anyone other than to the Trustee for the benefit of Beneficiary. (b) Without Beneficiary's prior written consent, not to be unreasonably withheld, conditioned or delayed, unless otherwise permitted under the Credit Agreement, Grantor will not (i) enter into any Lease, (ii) modify, amend, terminate or consent to the cancelation or surrender of any Lease or (iii) consent to an assignment of any tenant's interest in any Lease or to a subletting thereof. (c) Subject to Section 1.08(d), Grantor hereby assigns and transfers to the Trustee for the benefit of Beneficiary all of Grantor's right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Grantor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.08(d), an absolute transfer and assignment of all Rents and all Leases to Beneficiary and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Section 1.08(d), Beneficiary shall not be construed to bind Beneficiary to the performance may in Grantor's name and stead (with or without first taking possession of any of the covenantsTrust Property personally or by receiver as provided herein) operate the Trust Property and rent, conditions lease or provisions contained in let all or any such Lease or otherwise impose portion of any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for Property to any dangerous party or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute parties at such rental and deliver to upon such terms as Beneficiary such additional instrumentsshall, in form its sole discretion, determine, and substance satisfactory to Beneficiary, may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as may hereafter an Event of Default shall not have occurred and be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraphcontinuing, Beneficiary grants to will not exercise any of its rights under Section 1.08(c), and Grantor is hereby granted a revocable license to receive and collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor accruing under any Lease, in each case, subject to ; but after the terms hereof happening and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation continuance of an any Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the revoke such license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to and receive and collect the Rents. Any all Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary held as additional collateral and applied as set forth in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldSection 2.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's right, title and interest in all current and future Mortgagee the Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment Rents as further security for the payment of and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of the Obligations, and Mortgagor grants to Mortgagee the right to enter the Mortgaged Property for the purpose of collecting the same and to let the Mortgaged Property or any of part thereof, and to apply the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility Rents on account of this the Obligations. The foregoing assignment and grant is present and absolute and shall continue in effect until the Obligations are fully paid and performed, but Mortgagee hereby waives the right to enter the Mortgaged Property for the control, care, maintenance, management or repair purpose of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of collecting the Rents and retainMortgagor shall have a license and be entitled to collect, receive, use and enjoy retain the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to Rents until the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity such right of taking possession of the Trust Property in its own name, and in addition Mortgagor to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, use and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to retain the Rents may be revoked by Mortgagee upon the occurrence and Leases; (d) enter upon, take possession of and operate during the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing continuance of any action or Event of Default under this Mortgage by giving not less than ten days’ written notice of such revocation to Mortgagor; in the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestevent such notice is given, Grantor Mortgagor shall deliver a copy of this assignment pay over to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agentMortgagee, or operator of the Property, without to any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-receiver appointed receiver to collect the Rents. Any Rents collected after , any lease security deposits, and shall pay monthly in advance to Mortgagee, or to any such receiver, the revocation fair and reasonable rental value as determined by Mortgagee for the use and occupancy of such part of the license shall Mortgaged Property as may be applied towards in the possession of Mortgagor or any affiliate of Mortgagor, and upon default in any such payment of Mortgagor and any such affiliate will vacate and surrender the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust PropertyMortgaged Property to Mortgagee or to such receiver, to obligate Beneficiary to lease the Trust Property and in default thereof may be evicted by summary proceedings or attempt to do sootherwise. Mortgagor has not affirmatively done any act which would prevent Mortgagee from, or to take any actionlimit Mortgagee in, incur any expense, or perform or discharge any obligation, duty or liability whatsoever acting under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason provisions of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or foregoing assignment. (b) No action has been brought or, so far as is known to Mortgagor, is threatened, which would interfere in any way with the extent arising solely from Beneficiary's actions after Beneficiary has taken possession right of Mortgagor to execute the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, foregoing assignment and perform all of Mortgagor’s obligations contained in this Section and in the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLeases.

Assignment of Leases and Rents. (a) Grantor does hereby irrevocably, presently, absolutely and unconditionally assign assigns to Beneficiary, Grantor's right, title and interest in Lender all current existing and future Leases and Rents, it being intended by all existing and future Rent to secure the Secured Debt. The assignments in this Section 1.6(a) are absolute assignments and irrevocable from Grantor that this assignment constitutes a present, absolute assignment to Lender and not an assignment merely the passing of security interests or assignments for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary Prior to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of Default, Beneficiary Grantor retains the right to enforce the Leases, without the joinder of Lender. Upon the occurrence and during the continuance of any Event of Default hereunder, Xxxxxx, or Xxxxxx’s agent, or a receiver may, either in person Xxxxxx’s sole and absolute discretion at any time, without notice to Grantor except as required by law, thereafter collect and receive the Rent itself or by agentan agent or receiver. Notwithstanding the foregoing, without bringing to the maximum extent permitted by applicable law, no action taken by Lender to collect any action or proceedingRent will make Lender a “mortgagee-in-possession” of the Secured Property, unless Xxxxxx personally or by a receiver appointed authorized agent enters into actual possession of the Secured Property. Possession by a court-appointed receiver will not be considered possession by Xxxxxx. All Rent collected by Lender or a receiver will be applied in the manner and to the extent required by the Loan Agreement, without unless otherwise required and specified by applicable law. Such sums will be applied to pay all expenses of collection, and to the necessity payment of taking possession all costs of operation and management of the Trust Property in its own nameSecured Property, and to the payment of the Secured Debt, in addition to whatever order Lender directs in Lender’s sole and absolute discretion and without limiting any regard to the adequacy of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; its security. (b) settleWithout the prior written consent of Lender, compromisewhich consent shall not be unreasonably withheld, releaseconditioned or delayed, extend except as expressly permitted in the time Loan Agreement, Grantor shall not (i) enter into or modify or amend any Lease, or sublease, affecting all or any portion of payment ofthe Secured Property, and make allowances, adjustments and discounts whether now or hereafter made; or (ii) terminate or consent to the cancellation or surrender of any Rents Lease, sublease, or other obligations inoccupancy agreement affecting all or any portion of the Secured Property, to and under the Leases; whether now or hereafter made. (c) demand, xxx for Grantor shall not accept prepayments of any installment of Rent to become due under any Lease or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or sublease affecting any part of the Trust Property; and/or (f) perform Secured Property in excess of one month’s Rent, and Grantor hereby represents and warrants that it has not previously accepted any and such prepayments. Grantor shall provide Xxxxxx with executed copies of all obligations of Grantor under the Leases and exercise any and all rights amendments to Leases entered into during the term of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Loan. (d) Grantor shall deliver a copy of this assignment apply the Rent to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of all necessary and reasonable operating costs and expenses of the Secured Property, debt service on the Loan Indebtedness and other amounts due and payable under the Loan Documents, including, but not limited to, the Obligations. Neither , and as set forth in the enforcement of Annual Budget, a reasonable reserve for future expenses, repairs and replacements for the Secured Property, before using the Rent for distributions or any other purpose not for the direct benefit of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Secured Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does 4.1. Mortgagor hereby absolutely absolutely, presently and unconditionally assign conveys, transfers and assigns to Beneficiary, Grantor's Mortgagee all of Mortgagor’s right, title and interest interest, now existing or hereafter arising, in all current and future to the Leases and Rents, it being intended by Grantor . Notwithstanding that this assignment constitutes is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a presentrevocable license granted hereby to operate and manage the Property and to collect, absolute assignment as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and not hold such Rents in trust as a fund to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first to the operation, maintenance and repair of the Property and the payment of interest, principal and other sums becoming due under the Liabilities, before retaining and/or disbursing any part of the Rents for any other purpose. The license herein granted to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate upon the occurrence of an assignment Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for additional security onlythe sole and exclusive benefit of Mortgagee. Such assignment to Beneficiary Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall not be construed to bind Beneficiary to the performance of as imposing on Mortgagee any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiaryobligations of the lessor under the Leases. Beneficiary Mortgagee shall have no legal or contractual responsibility on account of this assignment for the control, care, maintenance, management or repair condition of the Trust Property, for any obligation to perform Leases or for any dangerous or defective condition of the Trust Property. Mortgagor indemnifies and shall defend Mortgagee and its agents, employees, successors, and assigns (the “Indemnified Parties”) and to hold them harmless from any cost, expense, liability, loss or for any negligence in the managementdamage, upkeepincluding, repair without limitation, reasonable attorneys’ fees, which may or control might be incurred by them by reason of the Trust Property. Grantor agrees to execute assignment of and deliver to Beneficiary such additional instruments, security interest in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take provided the foregoing indemnity shall not apply to any act or omission after Mortgagee has taken possession of or become the owner of the Property. The obligation set forth herein to indemnify, defend, and operate hold the Trust PropertyIndemnified Parties harmless shall be secured by this Mortgage. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (eb) no other assignment of any interest in any of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any part portion of the Trust PropertyProperty now in effect except the Leases, true and complete copies of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; and/or (fd) perform there is no existing default by Mortgagor or by any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 Leases, nor has any other remedies event occurred which due to the passage of time, the giving or security interests afforded failure to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do sogive notice, or to take any actionboth, incur any expense, or perform or discharge any obligation, duty or liability whatsoever would constitute a default under any of the Leases and, to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or otherwise. Grantor shallcounterclaims against Mortgagor; (e) the Leases are in full force and effect; and (f) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance of its accrual, and hereby agrees to indemnify Beneficiary forpayment thereof has not otherwise been forgiven, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses discounted or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldcompromised.

Assignment of Leases and Rents. Grantor does In order to further secure payment of the Secured Indebtedness and the observance, performance and discharge of the Obligations, Mortgagor hereby absolutely and unconditionally assign irrevocably assigns and transfers to Beneficiary, Grantor's Bank and grants Bank a security interest in all of Mortgagor’s right, title and interest in and to the Leases listed on Exhibit C and all current present and future leases affecting the Property (collectively, “Leases”) and all rents, income, receipts, revenues, issues, avails and profits from or arising out of the Property (collectively, “Rents”), subject only to the Permitted Encumbrances. Mortgagor hereby appoints Bank its true and lawful attorney-in-fact, with the right, at Bank’s option at any time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sxx, either in Mortgagor’s or Bank’s name, for all Rents. Notwithstanding the foregoing assignment of Leases and Rents, it being intended by Grantor that this assignment constitutes a presentso long as no Event of Default has occurred which remains uncured, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable Mortgagor has license to collect all of Rents (such license to be deemed revoked upon the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person provided that the Leases have been assigned existence or exercise of such right of Mortgagor does not operate to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of subordinate this assignment to each tenant under a Lease any subsequent assignment, in whole or in part, by Mortgagor, and any subsequent assignment by Mortgagor shall be subject to each manager and managing agent or operator the rights of the Trust PropertyBank hereunder. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to This Assignment may not be deemed or construed to be constitute Bank as a Beneficiary mortgagee in possession of the Trust Property, to nor obligate Beneficiary to lease the Trust Property or attempt to do so, or Bank to take any action, action or to incur any expense, expenses or perform or discharge any obligation, duty or liability whatsoever liability. Exercise of any rights under any this Paragraph and the application of the Leases Rents to the Secured Indebtedness shall not cure or otherwisewaive any Event of Default. Grantor shallIf Mortgagor, as Lessor, neglects or refuses to perform and hereby agrees to indemnify Beneficiary forkeep all of the covenants and agreements contained in the Lease or Leases, then Bank may perform and to hold Beneficiary harmless from comply with any such Lease covenants and against, any agreements. All related costs and all claims, liability, expenses, losses or damages which may or might be asserted against or expenses incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession Bank will become a part of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, Secured Indebtedness and will be due and payable upon demand by Bank with interest thereon accruing thereafter at the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldDefault Rate.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof to Mortgagee for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, Grantor's modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. If an assignment for additional security only. Such assignment to Beneficiary Event of Default shall not occur and be construed to bind Beneficiary to the performance continuing, Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease, subject to the provisions contained in of the Credit Agreement. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of or exercise control over of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of any of the Trust PropertyMortgaged Property or any other act or omission by any other person; provided, however, that such limitation shall not apply to the extent that such costs, expenses or liabilities resulted from the gross negligence, bad faith or wilful misconduct of Mortgagee or material breach of its obligations hereunder. Grantor agrees To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives any claim against Mortgagee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to execute and deliver to Beneficiary such additional instrumentsdirect or actual damages) arising out of, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceedingconnection with, or by as a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment result of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or this Mortgage. (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assign to Beneficiary, Grantor's assigns all of its right, title and interest in all current Leases, together with any and future all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Secured Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. All Leases entered into by Mortgagor after the date hereof shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.06(d), Mortgagor has assigned and Rentstransferred to Mortgagee all of Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.06(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.06(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.06(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, so long as it does not enter or take actual possession of the Mortgaged Property, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor Mortgaged Property or any other remedies act or security interests afforded omission by any other person. Mortgagor shall furnish to Beneficiary under the Relevant DocumentsMortgagee, at law or in equity shall cause Beneficiary to be deemed or construed to be within 30 days after a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt request by Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does Mortgagor hereby absolutely assigns to Mortgagee the Rents and unconditionally assign to Beneficiary, Grantorall of Mortgagor's right, title rights in and interest in under all current Leases as further security for the payment of the Indebtedness and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of the Obligations, and Mortgagor grants to Mortgagee the right, subject to and to the fullest extent permitted by law, to enter the Mortgaged Property for the purpose of collecting the same and to let the Mortgaged Property or any of part thereof, and to apply the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility Rents on account of this the Indebtedness and Obligations. The foregoing assignment and grant is present and absolute (and not only as collateral) and shall continue in effect until the Indebtedness and all of the Obligations are fully paid and performed, but Mortgagee hereby waives the right to enter the Mortgaged Property for the controlpurpose of collecting the Rents, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor Mortgagor shall have a revocable license to collect all of the Rents and retaincollect, receive, use and enjoy retain the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon Rents unless an Event of Default, the license granted to Grantor herein shall immediately Default has occurred and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if for so long as such Event of Default ceases continues; such right of Mortgagor to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, use and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to retain the Rents may be revoked by Mortgagee upon the occurrence and Leases; (d) enter upon, take possession of and operate during the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing continuance of any action or Event of Default by giving not less than two (2) days' written notice of such revocation to Mortgagor. In the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestevent such notice is given, Grantor Mortgagor shall deliver a copy of this assignment pay over to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agentMortgagee, or operator of the Property, without to any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-receiver appointed receiver to collect the Rents. Any Rents collected after , any lease security deposits, and shall pay monthly in advance to Mortgagee, or to any such receiver, the revocation fair and reasonable rental value as determined by Mortgagee for the use and occupancy of such part of the license shall Mortgaged Property as may be applied towards in the possession of Mortgagor or any affiliate of Mortgagor, and upon default in any such payment of Mortgagor and any such affiliate will vacate and surrender the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, Mortgaged Property to obligate Beneficiary to lease the Trust Property or attempt to do so, Mortgagee or to take any actionsuch receiver, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases and in default thereof may be evicted by summary proceedings or otherwise. Grantor shallMortgagor shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for security deposits and estimated payments of percentage rent, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldif any).

Assignment of Leases and Rents. Grantor does hereby absolutely The Entity and unconditionally assign the Agency grant to Beneficiary, Grantor's right, title the Mortgagee the right to enter upon and interest in to take possession of the Mortgaged Property for the purpose of collecting all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment to let the Mortgaged Property or any part thereof and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to apply the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility Rents on account of this the Guaranteed Obligations. This assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence and grant shall continue in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect effect until all of the Guaranteed Obligations are paid and performed in full. For so long as no Event of Default shall exist or be continuing, the Mortgagee hereby waives the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents and retain, use and enjoy or letting the same and otherwise exercise all rights of Grantor under any LeaseMortgaged Property. The Entity shall, in each casethe event of the occurrence and continuance of any Event of Default, subject promptly pay the Rents to the terms hereof and Mortgagee, or to any receiver appointed to collect the same. If the Entity or the Agency does not surrender possession of the Relevant Documents. Upon an Mortgaged Property in the event of the occurrence and continuance of any Event of Default, the license granted Entity shall pay monthly in advance to Grantor herein shall immediately the Mortgagee, or to any receiver appointed hereunder, the Rents for letting the Mortgaged Property, the fair and automatically reasonable rental value for the use and occupation of the Mortgaged Property or of such part thereof as may be revokedin the possession of the Entity and/or the Agency, and Beneficiary upon default in any such payment the Entity and the Agency shall immediately be entitled to vacate and surrender the possession of the Mortgaged Property to the Mortgagee or to such receiver, and upon a default in vacating and surrendering the same may be evicted by summary or any other available proceedings. The Entity shall (a) perform and observe all Rents, whether or not Beneficiary enters upon or takes control of the Trust Propertymaterial covenants and agreements required to be performed or observed by it under each Lease and perform and observe all of its covenants and agreements under the Agency Lease Agreement and (b) enforce the performance and observance of all covenants and agreements required to be performed or observed under each Lease and under the Agency Lease Agreement by the other party thereto. The Entity or the Agency shall not (i) accept a prepayment of rent under any Lease in excess of rent for one month, (ii) terminate or cancel any Lease unless the tenant thereunder is in material default thereunder beyond any applicable notice and/or cure periods, (iii) permit the assignment of any Lease or any subletting thereunder or (iv) materially modify or supplement any Lease. The Entity or the Agency shall not terminate or cancel the Agency Lease Agreement, assign or modify or supplement the same, provided that if such Event nothing contained herein shall restrict the right of Default ceases the Agency to exist, terminate the license shall automatically be reinstated. In addition, during Agency Lease Agreement or to exercise its right to reconvey its interest in the continuation Mortgaged Property to the Entity (subject to the lien of this Mortgage) upon the occurrence of an Event event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, default under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect Agency Lease Agreement. The Entity shall promptly forward to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver Mortgagee a copy of this assignment to each tenant notice of default received or forwarded under a the Agency Lease and to each manager and managing agent or operator Agreement. The Mortgagee shall have, as against any lessee under any Lease, all of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator rights set forth in Section 291-f of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust New York Real Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLaw.

Assignment of Leases and Rents. Grantor does As of the date of this Mortgage, Mortgagor hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's Mortgagee all its right, title and interest in and to all current written and future Leases oral leases, whether now in existence or which may hereafter come into existence during the term of this Mortgage, or any extension hereof, covering the Mortgaged Premises or any part thereof (but without an assumption by Mortgagee of liabilities of Mortgagor under any such leases by virtue of this assignment), and RentsMortgagor hereby assigns to Mortgagee the rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment issues and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any profits of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon BeneficiaryMortgaged Premises. Beneficiary shall have no responsibility on account of this assignment for Until the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of Default, Beneficiary mayMortgagor shall have the right to receive and collect such rents, either in person issues and profits. Upon the occurrence of an Event of Default, Mortgagee may elect upon written notice to Mortgagor to receive and collect said rents, issues and profits personally or by agent, without bringing any action or proceeding, or by through a receiver appointed by a court, without so long as any such Event of Default shall exist and during the necessity pendency of taking possession of the Trust Property in its own nameany foreclosure proceedings and during any redemption period, and in addition Mortgagor hereby consents to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization if believed necessary or other action desirable by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment Mortgagee to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary enforce its rights under this Section 8 and paragraph 16. The collection of rents by Mortgagee shall in no way waive the right of Mortgagee to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment foreclose this Mortgage in the event of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation Event of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldDefault.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof, to Mortgagee, for the benefit of the Secured Parties, for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, Grantor's modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee, for the benefit of the Secured Parties, all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to Section 1.07(d), Mortgagee (or any agent appointed by the performance Mortgagee) may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained in let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as the Mortgagee shall determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall (a) receive and collect the Rents accruing under any Lease, (b) exercise all rights of Mortgagor under the Leases and (c) enforce the obligations of tenants under the Leases; but after the occurrence and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor Mortgaged Property or any other remedies act or security interests afforded to Beneficiary under the Relevant Documentsomission by any other person, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Propertyother than Mortgagee’s gross negligence, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence bad faith or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does hereby absolutely The Mortgagor grants to the Mortgagee the right to enter upon and unconditionally assign to Beneficiary, Grantor's right, title and interest in take possession of the Mortgaged Property for the purpose of collecting all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment to let the Mortgaged Property or any part thereof and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to apply the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility Rents on account of this the Guaranteed Obligations. This assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence and grant shall continue in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect effect until all of the Guaranteed Obligations are paid and performed in full. For so long as no Event of Default shall exist or be continuing, the Mortgagee hereby waives the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents and retain, use and enjoy or letting the same and otherwise exercise all rights of Grantor under any LeaseMortgaged Property. The Entity shall, in each casethe event of the occurrence and continuance of any Event of Default, subject promptly pay the Rents to the terms hereof and Mortgagee, or to any receiver appointed to collect the same. If the Mortgagor does not surrender possession of the Relevant Documents. Upon an Mortgaged Property in the event of the occurrence and continuance of any Event of Default, the license granted Entity shall pay monthly in advance to Grantor herein shall immediately the Mortgagee, or to any receiver appointed hereunder, the Rents for letting the Mortgaged Property, the fair and automatically be revoked, reasonable rental value for the use and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control occupation of the Trust Property, provided that if Mortgaged Property or of such Event of Default ceases to exist, part thereof as may be in the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own nameMortgagor, and upon default in addition any such payment the Mortgagor shall vacate and surrender the possession of the Mortgaged Property to the Mortgagee or to such receiver, and without limiting any of Beneficiary's rights upon a default in vacating and remedies hereunder, under surrendering the Notes and same may be evicted by summary or any other Relevant Documents and as otherwise available at law or in equity, proceedings. The Entity shall (a) notify any lessee or other person that perform and observe all of the Leases have been assigned to Beneficiary material covenants and that all Rents are agreements required to be paid directly to Beneficiary, whether performed or not Beneficiary has commenced or completed foreclosure or taken possession observed by it under each Lease and perform and observe all of its covenants and agreements under the Trust Property; Agency Lease Agreement and (b) settle, compromise, release, extend enforce the time performance and observance of payment of, all covenants and make allowances, adjustments and discounts of any Rents agreements required to be performed or other obligations in, to observed under each Lease and under the Leases; Agency Lease Agreement by the other party thereto. The Mortgagor shall not (ci) demandaccept a prepayment of rent under any Lease in excess of rent for one month, xxx for (ii) terminate or otherwise collectcancel any Lease unless the tenant thereunder is in material default thereunder beyond any applicable notice and/or cure periods, receive(iii) permit the assignment of any Lease or any subletting thereunder or (iv) materially modify or supplement any Lease. The Mortgagor shall not terminate or cancel the Agency Lease Agreement, and enforce payment of Rents, including those past-due and unpaid and other rights under assign or modify or supplement the Leases, prosecute any action or proceeding, and defend against any claim with respect same. The Entity shall promptly forward to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver Mortgagee a copy of this assignment to each tenant notice of default received or forwarded under a the Agency Lease and to each manager and managing agent or operator Agreement. The Mortgagee shall have, as against any lessee under any Lease, all of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator rights set forth in Section 291-f of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust New York Real Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLaw.

Assignment of Leases and Rents. Grantor To further secure the Indebtedness Secured Hereby the Borrower does hereby absolutely sell, assign and unconditionally assign to Beneficiarytransfer unto Lender all of the leases, Grantor's rightrents, title income and interest in all current profits now due and future Leases and Rentswhich may hereafter become due under or by virtue of any lease, whether written or verbal, or any agreement for the use or occupancy of the Premises, it being intended by Grantor that the intention of this Mortgage to establish an absolute transfer and assignment constitutes a present, absolute assignment of all such leases and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any agreements and all of the covenantsrents, conditions or provisions contained income and profits from the Premises unto the Lender and the Borrower does hereby appoint irrevocably the Lender its true and lawful attorney in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the controlits name and stead, carewhich appointment is coupled with an interest, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of said rents, income and profits; provided, Lender grants the Rents Borrower the privilege, revocable, to collect and retainretain such rents, use income, and enjoy the same profits unless and otherwise exercise all rights until an Event of Grantor Default exists under any Lease, in each case, subject to the terms hereof and of the Relevant Documentsthis Mortgage. Upon an Event of Default, Default and whether before or after the license granted institution of legal proceedings to Grantor herein shall immediately and automatically be revokedsell the Premises or to foreclose the lien hereof or before or after sale of the Premises or during any period of redemption the Lender, and Beneficiary shall immediately be entitled without regard to possession of all Rentswaste, whether or not Beneficiary enters upon or takes control adequacy of the Trust Propertysecurity or solvency of the Borrower, provided that if such Event of Default ceases to exist, may revoke the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary licenses granted Borrower hereunder and may, either at its option, without notice: (a) in person or by agent, with or without taking possession of or entering the Premises, with or without bringing any action or proceeding, give, or by a receiver appointed by a courtrequire Borrower to give, without notice to any or all tenants under any lease authorizing and directing the necessity of taking possession tenant to pay such rents and profits to Lender; collect all of the Trust Property in its own namerents, income and in addition to profits; enforce the payment thereof and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that exercise all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Propertyrights of the landlord under any lease and all of the rights of Lender hereunder; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) may enter upon, take possession of of, manage and operate the Trust Property; (e) lease all said Premises, or any part of thereof, may cancel, enforce or modify any leases, and fix or modify rents, and do any acts which the Trust Property; and/or (f) perform any and all obligations of Grantor under Lender deems proper to protect the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, security hereof with or without the bringing taking possession of any action or said Premises; or (b) apply for the appointment of a receiver in accordance with the statutes and without need law made and provided for, which receivership Borrower hereby consents to, who shall collect the rents, profits and all other income of any kind; manage the Premises so as to prevent waste; execute leases within or beyond the period of receivership, and apply the rents, profits and income in the following order: (i) to payment of all reasonable fees of any receiver appointed hereunder, (ii) to application of tenant’s security deposits as may be required by law, (iii) to payment when due of prior or current real estate taxes or special assessments with respect to the Premises or, if the Mortgage so requires, to the periodic escrow for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator payment of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, taxes or operator special assessments then due, (iv) to payment when due of premiums for insurance of the Propertytype required by the Mortgage or, without any requirement for notice to or consent by Grantorif the Mortgage so requires, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards periodic escrow for the payment of the Obligations. Neither the enforcement premiums then due, (v) to payment of any all expenses for normal maintenance of the remedies under this Section 8 nor any other remedies or security interests afforded Premises, (vi) if received prior to Beneficiary under a foreclosure sale to the Relevant DocumentsIndebtedness Secured Hereby; provided, at law or in equity if the Premises shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, foreclosed and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee sold pursuant to a foreclosure sale, then during the assignment period of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely redemption from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.foreclosure sale:

Assignment of Leases and Rents. Grantor As additional security for the payment of the indebtedness evidenced by the Note, including interest thereon, and the performance of all of Borrower's obligations hereunder or secured hereby, and under any other document executed simultaneously or in connection herewith, Borrower does hereby sell, assign, transfer and set over unto Standard Federal, pursuant to Act 210 of the Public Acts of Michigan of 1953, as amended, all the rents, profits and income under all leases or occupancy agreements or arrangements, however evidenced or denominated, upon or affecting the Project (including any extensions, amendments or renewals thereof), whether such rents, profits and income are due or are to become due, including all such leases in existence or coming into existence during the period this Mortgage is in effect. This assignment shall run with the land until this Mortgage is discharged in full and be good and valid as against Borrower and those claiming by, under or through Borrower, from the date of recording of this Mortgage. This assignment shall continue to be operative during the foreclosure or any other proceedings taken to enforce this Mortgage. In the event of a foreclosure sale which results in a deficiency, this assignment shall stand as security during the redemption period for the payment of such deficiency. This assignment is given as collateral security only and does not and shall not be construed as obligating Standard Federal to perform any of the covenants or undertakings required to be performed by Borrower in any leases. Borrower covenants and agrees not to cancel, accept a surrender of, modify or alter (orally or in writing), reduce the rental under or consent to the assignment or subletting of the lessee's interest in, any lease affecting the Project, except in the ordinary course of business and on commercially reasonable terms, or to make any other assignment, pledge or other disposition of such leases, or any of them, or of the rents, issues and profits derived from the use of the mortgaged premises. Any of the above acts, if done without the written consent of Standard Federal, shall be null and void. Borrower warrants and represents that all leases or copies of leases which have been delivered to Standard Federal are in full force and effect and there are no defaults existing thereunder, and that Borrower has not: (a) executed any prior assignments presently subsisting of any leases or rentals pertaining to the Project, (b) performed any acts or executed any other instruments which might prevent or limit Standard Federal's operating under any of the terms and conditions of this Mortgage, (c) executed or granted any modification whatever of any lease pertaining to the Project which has not been disclosed to Standard Federal, or (d) subordinated any lease to the lien of this Mortgage, except on terms acceptable to Standard Federal. (a) collect the rents and income from the Project as long as an Event of Default exists and during the pendency of any foreclosure proceedings and, if there is a deficiency, during any redemption period, (b) rent or lease the Project or any portion thereof upon such terms and for such time as it may deem best, (c) operate or maintain the Project, (d) maintain proceedings to recover rents or possession of the Project from any tenant or trespasser, and apply the net proceeds of such rent and income, after payment of all proper charges and expenses, to the following purposes: (1) payment of all of the costs and expenses incurred by Standard Federal in exercising its rights under this paragraph; (2) payment of interest and principal due under the Note; (3) payment of all other sums secured hereby; (4) payment of expenses of preserving the Project, including taxes and insurance premiums. Notwithstanding the foregoing, Standard Federal, in its sole discretion, may change the priorities set forth above for the application of the net proceeds of such rent and income. The Borrower hereby authorizes Standard Federal in general to perform all acts necessary for the operation and maintenance of the Project in the same manner and to the same extent that the Borrower might reasonably so act. Standard Federal shall only be accountable for money actually received by it pursuant to the assignment contained in this paragraph. Such entry and taking possession of the Project, or any part thereof, by Standard Federal, may be made by actual entry and possession, or by written notice served personally upon or sent by certified mail to the last address of the Borrower appearing on the records of Standard Federal, as Standard Federal may elect, and no further authorization or notice shall be required. BORROWER HEREBY WAIVES ANY RIGHT TO NOTICE, OTHER THAN THE NOTICE PROVIDED ABOVE AND WAIVES ANY RIGHT TO ANY HEARING JUDICIAL OR OTHERWISE PRIOR TO STANDARD FEDERAL EXERCISING ITS RIGHTS UNDER THE ASSIGNMENT CONTAINED IN THIS PARAGRAPH. Standard Federal and its duly authorized agents shall be entitled to enter the Project for the purpose of delivering any and all such notices and other communications to the tenants and occupiers thereof or to take such other steps as shall be necessary or desirable in Standard Federal's discretion to exercise its rights hereunder, and Standard Federal and its agents shall have absolutely no liability to Borrower arising therefrom, except for gross negligence or willful misconduct. Standard Federal shall not, however, be obligated to give any tenant or occupier of the Project any notice by personal delivery and unconditionally Standard Federal may, in its sole discretion, deliver all such notices and communications by ordinary first-class U.S. mail, postage prepaid, or otherwise. The Borrower irrevocably consents that any lessee or lessees under any leases covering the Project, upon demand and notice from Standard Federal of Borrower's default under the Note or this Mortgage, shall pay all rents, issues and profits under such leases to Standard Federal without any obligation upon any such lessee or lessees for the determination of the actual existence of any default. In the event that Borrower obstructs Standard Federal in its efforts to collect the rents and income from the Project, or after requested by Standard Federal, unreasonably refuses, fails or neglects to assist Standard Federal in collecting such rent and income, Standard Federal shall be entitled to the appointment of a receiver of the Project and of the income, rents and profits therefrom, with such powers as the court making such appointment may confer. The Borrower covenants and agrees to perform and discharge each and every obligation, covenant, and agreement required to be performed by the landlord under all leases covering the Project, and should the Borrower fail so to do, then Standard Federal, but without obligation to do so, and without releasing the Borrower from any obligation hereof, may make or do the same in such manner and to such extent as Standard Federal may deem necessary to protect the security hereof. Nothing herein contained shall be construed to bind Standard Federal to perform any of the terms and provisions contained in the leases, or otherwise to impose any obligation upon Standard Federal. Any default by the Borrower in the performance of any of the obligations contained in this paragraph, which is not cured within 30 days after notice thereof from Standard Federal to Borrower, or, if the default is of a kind which cannot be cured within 30 days, if Borrower fails to undertake the cure of such default within 30 days after notice thereof from Standard Federal to Borrower and thereafter diligently pursue such cure and complete it within a reasonable time, shall constitute and be deemed to be a default under the terms of this Mortgage entitling Standard Federal to exercise the rights and remedies provided by this Mortgage. Standard Federal shall at no time have any obligation whatever to attempt to collect rent from any tenant or occupier of the Project notwithstanding that such tenants and occupiers may not be paying rent to either Borrower or to Standard Federal. Further, Standard Federal shall at no time have any obligation whatever to enforce any other obligations owed by tenants or occupiers of the Project to Borrower. No action taken by Standard Federal under this Mortgage shall put Standard Federal in the position of a "mortgagee in possession." Borrower shall at no time collect advance rent under any lease upon, affecting or pertaining to the Project or any part thereof in excess of one month (other than as a security deposit) and Standard Federal shall not be bound in any respect by any rent prepayment made or received in violation of the terms hereof. Standard Federal shall have the right to assign to Beneficiary, Grantorthe Borrower's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment leases covering the Project to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account subsequent holder of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action Mortgage or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary forNote, and to hold Beneficiary harmless from and against, assign the same to any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant person acquiring title to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence Project through foreclosure or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldotherwise.

Assignment of Leases and Rents. Grantor does hereby absolutely (a) The Assignment of Leases and unconditionally Rents related to and delivered in [ ] Yes [ ] N/A connection with such B-Note, Mezzanine Loan, Whole Loan or (where the Lender so designates the same) Eligible Other Asset establishes and creates a valid, subsisting and, subject to the Reservations, enforceable first priority perfected Security in the related Mortgagor's interest in all leases, sub-leases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the related Mortgaged Property, and each assignor thereunder has the full right to assign the same. (b) Each such Assignment of Leases and Rents constitutes a legal, [ ] Yes [ ] N/A valid and binding assignment, sufficient to Beneficiary, Grantorconvey (subject to the Reservations) to the assignee named therein all of the assignor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; such Assignment of Leases and Rents. (c) demandThe Debt Finance Documents for such B-Note, xxx for Mezzanine Loan, Whole [ ] Yes [ ] N/A Loan or otherwise collect, receive, (where the Lender so designates the same) Eligible Other Asset provide that the related Mortgagor and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect additional guarantor shall be liable to the Rents lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and Leases; not paid to the holder of such B-Note, Mezzanine Loan, Whole Loan or (dwhere the Lender so designates the same) enter uponEligible Other Asset or applied to the Mortgaged Property in the ordinary course of business, take possession misapplication or conversion by the Mortgagor of and operate the Trust Property; (e) lease all insurance proceeds or any part compensation received following a compulsory purchase order or breach of the Trust Property; and/or (f) perform any and all obligations of Grantor under environmental covenants in the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant related Debt Finance Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor Borrower, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Indebtedness, does hereby absolutely and unconditionally assign to Beneficiarygrant, Grantor's bargain, sell, transfer, assign, convey, set over and deliver unto Mortgagee all right, title and interest of Borrower in, to and under the Leases of the Property, whether now in existence or hereafter entered into, and all current guaranties, amendments, extensions and future renewals of said Leases and Rentsany of them, it being intended and all Rents which may now or hereafter be or become due or owing under the Leases, and any of them, or on account of the use of the Property. Borrower represents, warrants, covenants and agrees with Mortgagee as follows: (a) The sole ownership of the entire lessor’s interest in the Leases is vested in Borrower, and Borrower has not, and shall not, perform any acts or execute any other instruments which might prevent Mortgagee from fully exercising its rights with respect to the Leases under any of the terms, covenants and conditions of this Instrument. (b) The Leases are and shall be valid and enforceable in accordance with their terms and have not been and shall not be altered, modified, amended, terminated, canceled, renewed or surrendered except as approved in writing by Grantor Mortgagee, which approval shall not be unreasonably withheld, subject to Mortgagee’s then-current underwriting criteria for similar properties and transactions. The terms and conditions of the Leases have not been and shall not be waived in any manner whatsoever except as approved in writing by Mortgagee. (c) Borrower shall not decrease the term or the amount of rent payable under any Lease without prior written notice to Mortgagee and Mortgagee’s consent. (d) There are currently no Leases of the Property. (e) Borrower shall give prompt written notice to Mortgagee of any notice received by Borrower claiming that a default has occurred under any of the Leases on the part of Borrower, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of lessor and any lessee under any of the Leases. (g) Borrower will not permit any Lease to become subordinate to any lien other than the lien of this Instrument. (h) Borrower shall not permit the assignment constitutes a presentof the lessee’s interest under any Lease without Mortgagee’s prior written consent. The assignment made hereunder is an absolute, absolute present assignment from Borrower to Mortgagee, effective immediately, and is not merely an assignment for additional security onlypurposes but is irrevocable by Borrower so long as the Indebtedness remains outstanding. Notwithstanding the foregoing, until a notice is sent to the Borrower in writing that an Event of Default (as defined below) has occurred under the terms and conditions of the Loan Agreement or any instrument constituting security for the Loan (which notice is hereafter called a “Notice”), Borrower is granted a license to receive, collect and enjoy the Rents accruing from the Property. If an Event of Default shall occur, Mortgagee may, at its option, after service of a Notice, receive and collect all such Rents as they become due, from the Property. Mortgagee shall thereafter continue to receive and collect all such Rents, until Mortgagee shall otherwise agree in writing. All sums received by Borrower after service of such Notice shall be deemed received in trust and shall be immediately turned over to Mortgagee. Borrower hereby irrevocably appoints Mortgagee its true and lawful attorney-in-fact with power of substitution and with full power for Mortgagee in its own name and capacity or in the name and capacity of Borrower, from and after service of Notice, to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property, either in its own name or in the name of Borrower or otherwise, which Mortgagee may deem necessary or desirable in order to collect and enforce the payment of the Rents and to demand, collect, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. Such assignment to Beneficiary appointment is coupled with an interest and is irrevocable. Mortgagee shall not be liable for or prejudiced by any loss of any note, checks, drafts, etc., unless such loss shall have been found by a court of competent jurisdiction to have been due to the gross negligence or willful misconduct of Mortgagee. Mortgagee shall apply the Rents received from Borrower’s lessees, to accrued interest and principal under the Loan Agreement. If no Event of Default remains uncured, amounts received in excess of the aggregate monthly payment due under the Loan Agreement shall be remitted to Borrower in a timely manner. Nothing contained herein shall be construed to bind Beneficiary constitute Mortgagee as a mortgagee-in-possession in absence of its physically taking possession of the Property. Borrower also hereby irrevocably appoints Mortgagee from and after service of notice as its true and lawful attorney-in-fact to appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the tenants of the Leases. Lessees of the Property are hereby expressly authorized and directed, from and after service of a Notice to pay any and all amounts due Borrower pursuant to the Leases to Mortgagee or such nominee as Mortgagee may designate in writing delivered to and received by such lessees who are expressly relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made. If an Event of Default shall occur and continue, Mortgagee is hereby vested with full power from and after service of a Notice to use all measures, legal and equitable, deemed by it necessary or proper to enforce the assignment granted hereunder and to collect the Rents assigned hereunder, including the right of Mortgagee or its designee, to enter upon the Property, or any part thereof, and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Borrower relating thereto, and may exclude the Borrower, its agents and servants, wholly therefrom. Borrower hereby grants full power and authority to Mortgagee to exercise all rights, privileges and powers herein granted at any and all times after service of a Notice, with full power to use and apply all of the Rents and other income herein assigned to the payment of the costs of managing and operating the Property and of any indebtedness or liability of Borrower to Mortgagee, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing, rebuilding and restoring the Improvements on the Premises or of making the same rentable, reasonable attorneys’ fees incurred in connection with the enforcement of the assignment granted hereunder, and of principal and interest payments due from Borrower to Mortgagee on the Loan Agreement and this Instrument, all in such order as Mortgagee may determine. Mortgagee shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Mortgagee, nor shall it operate to make Mortgagee liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees Property resulting in loss or injury or death to execute and deliver any lessee, licensee, employee or stranger, unless the same shall have been found by a court of competent jurisdiction to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject have been due to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession misconduct of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldMortgagee.

Assignment of Leases and Rents. Grantor does Mortgagor hereby absolutely and unconditionally assign assigns to BeneficiaryMortgagee all Leases, Grantor's righttogether with all Rents payable under the Leases, title and interest in all current and future Leases and Rentsnow or at any time hereafter existing, it such assignment being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms Prior Mortgage and upon the following terms: (a) until receipt from Mortgagee of this paragraph, Beneficiary grants to Grantor a revocable license to collect all notice of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid each Lessee may pay rent directly to BeneficiaryMortgagor, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settleupon receipt from Mortgagee of notice that an Event of Default exists, compromise, release, extend the time of payment ofeach Lessee shall, and make allowancesis hereby authorized and directed to, adjustments pay directly to Mortgagee all Rent thereafter accruing, and discounts the receipt of any Rents or other obligations insuch Rent by Mortgagee shall be a release of such Lessee to the extent of all amounts so paid, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect Rent so received by Mortgagee shall be applied by Mortgagee first to the Rents expenses, if any, of collection and Leases; then in accordance with Article II hereof, (d) enter uponwithout impairing its rights hereunder, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the rightMortgagee may, at its option, upon revocation of the license granted hereinat any time and from time to time, release to enter upon the Trust Property in person or Mortgagor Rent so received by agent, without bringing any action or proceedingMortgagee, or by court-appointed receiver any part thereof, (e) Mortgagee shall not be liable for its failure to collect collect, or its failure to exercise diligence in the Rents. Any Rents collected after the revocation of the license collection of, Rent, but shall be applied towards accountable only for Rent that it shall actually receive. As among Mortgagee, Mortgagor and any person claiming through or under Mortgagor, the payment of the Obligations. Neither the enforcement of any of the remedies under assignment contained in this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary 3.02 is intended to be deemed or construed to be a Beneficiary in possession of the Trust Propertyabsolute, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallunconditional and presently effective, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason the provisions of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim subsection 3.02 (a) are intended for the benefit of each Lessee and shall never inure to the extent caused by Beneficiary's gross negligence benefit of Mortgagor or willful misconduct, any person claiming through or (b) under Mortgagor. It shall never be necessary for Mortgagee to institute legal proceedings of any kind whatsoever to enforce the provisions of this Section 3.02. Notwithstanding anything herein to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession contrary, Mortgagor may collect such Rent until such time as an Event of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, Default shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldoccur hereunder.

Assignment of Leases and Rents. Grantor does As additional and collateral security for the payment of the indebtedness secured hereby and cumulative of any and all rights and remedies herein provided for, Borrower hereby absolutely and unconditionally assign presently assigns to BeneficiaryLender all Leases, Grantor's and all existing and future Rents and Profits. Borrower hereby grants to Lender the sole, exclusive and immediate right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any without taking possession of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, to demand, collect (by suit or otherwise), receive and give valid and sufficient receipts for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the said Rents and retainProfits, use for which purpose, effective on the occurrence and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation continuance of an Event of Default, Beneficiary mayBorrower does hereby irrevocably make, either in person constitute and appoint Lender its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish such purpose (which power of attorney shall be irrevocable so long as any indebtedness secured hereby is outstanding, shall be deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Borrower and shall not be affected by agentany disability or incapacity suffered by Borrower subsequent to the date hereof). Lender shall be without liability for any loss which may arise from a failure or inability to collect Rents and Profits, proceeds or other payments. However, until the occurrence of an Event of Default under this Deed of Trust, Borrower shall have a license to collect and receive the Rents and Profits when due and prepayments thereof for not more than one month prior to due date thereof. Upon the occurrence of an Event of Default, Borrower's license shall automatically terminate without notice to Borrower and Lender may thereafter, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property, collect the Rents and Profits itself or by an agent or receiver. From and after the termination of such license, Borrower shall be the agent of Lender in collection of the Rents and Profits and all of the Rents and Profits so collected by Borrower shall be held in trust by Borrower for the sole and exclusive benefit of Lender and Borrower shall, within one (1) Business Day (as hereinafter defined) after receipt of any Rents and Profits, pay the same to Lender to be applied by Lender as hereinafter set forth. Neither the demand for or collection of Rents and Profits by Lender, nor the exercise of Lender's rights as assignee of the Leases, shall constitute any assumption by Lender of any obligations under any Lease or other agreement relating thereto. Lender is obligated to account only for such Rents and Profits as are actually collected or received by Lender. Borrower irrevocably agrees and consents that the respective payors of the Rents and Profits shall, upon demand and notice from Lender of an Event of Default hereunder, pay said Rents and Profits to Lender without liability to determine the actual existence of any Event of Default claimed by Lender. Borrower hereby waives any right, claim or demand which Borrower may now or hereafter have against any such payor by reason of such payment of Rents and Profits to Lender, and any such payment shall discharge such payor's obligation to make such payment to Borrower. All Rents and Profits collected or received by Lender shall be applied against all expenses of collection, including, without limitation, attorneys' fees, against costs of operation and management of the Property and against the indebtedness secured hereby, in whatever order or priority as to any of the items so mentioned as Lender directs in its own namesole subjective discretion and without regard to the adequacy of its security. Neither the exercise by Lender of any rights under this Section nor the application of any Rents and Profits to the secured indebtedness shall cure or be deemed a waiver of any Event of Default hereunder. The assignment of Leases and of Rents and Profits hereinabove granted shall continue in full force and effect during any period of foreclosure or redemption with respect to the Property. As additional security for the indebtedness secured hereby, Borrower has executed and delivered an Assignment of Leases and Rents dated of even date herewith (as hereafter amended, consolidated or modified from time to time, the "Sun Villa Assignment") in favor of Lender covering all of the right, title and interest of Borrower, as landlord, lessor or licensor, in and to any Leases. All rights and remedies granted to Lender under the Sun Villa Assignment and all other Assignments (as defined in Exhibit C) shall be in addition to and without limiting any cumulative of Beneficiary's all rights and remedies granted to Lender hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor Borrower, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Indebtedness, does hereby absolutely and unconditionally assign to Beneficiarygrant, Grantor's bargain, sell, transfer, assign, convey, set over and deliver unto Lender all right, title and interest of Borrower in, to and under the Leases of the Property, whether now in existence or hereafter entered into, and all current guaranties, amendments, extensions and future renewals of said Leases and Rentsany of them, it being intended by Grantor that and all rents, income and profits which may now or hereafter be or become due or owing under the Leases, and any of them, or on account of the use of the Property. Borrower represents, warrants, covenants and agrees with Lender as follows: (a) The sole ownership of the entire lessor's interest in the Leases is vested in Borrower, and Borrower has not, and shall not, perform any acts or execute any other instruments which might prevent Lender from fully exercising its rights with respect to the Leases under any of the terms, covenants and conditions of this assignment constitutes a present, absolute assignment Instrument. (b) The Leases are and shall be valid and enforceable in accordance with their terms and have not an assignment for additional security only. Such assignment to Beneficiary been and shall not be construed altered, modified, amended, terminated, canceled, renewed or surrendered except as approved in writing by Lender. The terms and conditions of the Leases have not been and shall not be waived in any manner whatsoever except as approved in writing by Lender. (c) Borrower shall not materially alter the term or the amount of rent payable under any Lease without prior written notice to bind Beneficiary Lender and Lender's consent, which shall not be unreasonably withheld. (d) To the best of Borrower's knowledge, there are no defaults now existing under any of the Leases and there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the Leases. (e) Borrower shall give prompt written notice to Lender of any notice received by Borrower claiming that a default has occurred under any of the Leases on the part of Borrower, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of lessor and any lessee under any of the leases. (g) Borrower will not permit any Lease to become subordinate to any lien other than the lien of this Instrument. (h) Borrower shall not permit or consent to the assignment by any tenant of its rights under the Lease. Without limitation of the foregoing, Borrower shall not permit or consent to the filing of any encumbrance against the tenant's interest under any Lease including, without limitation, any leasehold mortgage This assignment is absolute, is effective immediately, and is irrevocable by Borrower so long as the Indebtedness remains outstanding. Notwithstanding the foregoing, until a Notice is sent to Borrower in writing that an Event of Default has occurred (a "Notice"), Borrower may receive, collect and enjoy the rents, income and profits accruing from the Property. Upon the occurrence of an Event of Default hereunder, Lender may, at its option, after service of a Notice, receive and collect all such rents, income and profits from the Property as they become due. Lender shall thereafter continue to receive and collect all such rents, income and profits, as long as such default or defaults shall exist, and during the pendency of any foreclosure proceedings. Borrower hereby irrevocably appoints Lender its true and lawful attorney with power of substitution and with full power for Lender in its own name and capacity or in the name and capacity of Borrower, from and after service of a Notice, to demand, collect, receive and give complete acquittances for any and all rents, income and profits accruing from the Property, either in its own name or in the name of Borrower or otherwise, which Lender may deem necessary or desirable in order to collect and enforce the payment of the rents, income and profits of and from the Property. Lessees of the Property are hereby expressly authorized and directed, following receipt of a Notice from Lender, to pay any and all amounts due Borrower pursuant to the Leases to Lender or such nominee as Lender may designate in a writing delivered to and received by such lessees, and the lessees of the Property are expressly relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made. Upon the occurrence of any Event of Default, from and after service of a Notice, Lender is hereby vested with full power to use all measures, legal and equitable, deemed by it to be necessary or proper to enforce this Section 21 and to collect the rents, income and profits assigned hereunder, including the right of Lender or its designee, to enter upon the Property, or any part thereof, and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Borrower relating thereto, and Lender may exclude Borrower, its agents and servants, wholly therefrom. Borrower hereby grants full power and authority to Lender to exercise all rights, privileges and powers herein granted at any and all times after service of a Notice, and whether before or after the institution of legal proceedings to foreclose the lien hereof or before or after sale of the Property or during any period of redemption Lender, without regard to waste, adequacy of the security or solvency of Borrower, may revoke the privilege granted Borrower hereunder to collect the rents, income and profits of the Property. The entering upon and taking possession of the Property, the collection of such rents and profits and the application thereof as aforesaid shall not cure or waive any defaults under this Instrument nor in any way operate to prevent Lender from pursuing any other remedy which it may now or hereafter have under the terms of this Instrument nor shall it in any way be deemed to constitute Lender a mortgagee-in-possession. The rights and powers of Lender hereunder shall remain in full force and effect both prior to and after any foreclosure of this Instrument and any sale pursuant hereto and until expiration of the period of redemption from said sale, regardless of whether a deficiency remains from said sale. Lender shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment set forth in this Section 21 shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to make Lender liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases, or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, Property resulting in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageinjury or death to any lessee, the amount thereoflicensee, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldemployee or stranger.

Assignment of Leases and Rents. Grantor does Borrower hereby absolutely sells, assigns and unconditionally assign to Beneficiarytransfers unto American Family all of the Leases, Grantor's rightand all of the rents and profits now due and which may hereafter become due under or by virtue of any Lease, title whether written or oral, and interest in all current and future Leases and Rentsany other agreements for the use or occupancy of the Premises, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account intention of this Security Deed to establish an absolute transfer and present assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute all such Leases and deliver to Beneficiary such additional instruments, in form agreements and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents rents and profits from the Premises unto American Family, provided that Borrower shall have the right to collect, but not prior to accrual, all of the rents and to retain, use and enjoy the same unless and otherwise exercise all rights until an uncured Event of Grantor Default shall occur under any Lease, in each case, subject to Loan Document during the terms hereof and term of the Relevant Documentsloan or any extension thereof and continue beyond any applicable opportunity to cure period. Borrower irrevocably appoints American Family as Borrower’s true and lawful attorney in Borrower’s name and stead, which appointment is coupled with an interest, to collect all of said rents and profits. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such uncured Event of Default ceases and the expiration of any applicable opportunity to existcure period, and whether before or after the license shall automatically be reinstated. In additioninstitution of legal proceedings to foreclose the Lien hereof or before or after sale thereunder or during any period of redemption, American Family, without being required to establish waste, adequacy of the security or solvency of Borrower, may, at its option during the continuation term of an Event of Defaultthe loan or any extension thereof, Beneficiary may, either without notice: (a) in person or by agent, with or without taking possession of or entering the Premises, with or without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of of, manage and operate the Trust Property; (e) lease all said Premises, or any part of the Trust Propertythereof; and/or (fb) perform cancel, enforce or modify any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Lease subject to the full extent of Grantor's rights terms thereof, and obligations thereunderfix or modify rents, and do any acts which American Family deems proper to protect the security hereof, with or without taking possession of the bringing of any action Premises; or (c) apply for the appointment of a receiver in accordance with applicable law, to which receivership Borrower hereby irrevocably and without need for unequivocally consents, and which receivership shall collect the rents and profits and all other income of any other authorization kind, manage the Premises so to prevent waste, execute any Lease within or other action by Beneficiary or Grantor. At Beneficiary's requestbeyond the period of receivership, Grantor shall deliver a copy and perform the terms of this assignment to each tenant under a Lease Security Deed and to each manager apply the rents and managing agent or operator of the Trust Propertyprofits as hereinafter provided. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 The entering upon and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in taking possession of the Trust PropertyPremises, the appointment of a receiver, the collection of such rents and profits and the application thereof as aforesaid, shall not cure or waive any Event of Default under this Security Deed nor in any way operate to prevent American Family from pursuing any other remedy which it may now or hereafter have under the terms of any Loan Document nor shall it in any way be deemed to constitute American Family a mortgagee-in-possession. The rights hereunder shall in no way be dependent upon and shall apply without regard to whether the Premises are adequate to discharge the Indebtedness. The rights contained herein are in addition to and shall be cumulative with the rights given in the Assignment and, to obligate Beneficiary to lease the Trust Property or attempt to do soextent inconsistent with the terms of this Section 2.4, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any the terms of the Leases or otherwiseAssignment shall control. Grantor shall, Borrower indemnifies and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary holds American Family harmless from and against, any and all claimsexpenses, liability, expensesloss or damage which it might incur under said Leases, losses or damages which may under or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant this assignment, except this indemnity shall not apply to the assignment of Rents and Leases contained herein, but excluding any claim (a) liability to the extent caused by Beneficiary's gross the negligence or willful misconduct, misconduct of American Family or (b) to first arising from and after the extent arising solely from Beneficiary's actions after Beneficiary has taken date that American Family or a receiver takes possession of the Trust PropertyPremises or acquires title to the Premises through foreclosure or a deed in lieu of foreclosure. Should Beneficiary incur American Family may apply any of said rents and profits received to the costs and expenses of collection, including reasonable attorneys’ and paralegals’ fees and costs, to the payment of Impositions, Insurance Premiums and expenditures for upkeep, operation and evaluation of the Premises, to the performance of Borrower’s obligations under any Lease, to the performance of any of Borrower’s covenants under the Loan Documents, and to any Indebtedness all in such claimorder as American Family may determine. Borrower represents and agrees that no rent has been or will be paid by any person in possession of any portion of the Premises for more than one (1) month in advance without American Family’s consent, liabilitywhich shall not be unreasonably withheld, expenseand that the payment of rents for any portion of the Premises has not been or will not be waived, loss released, reduced, discounted, or damageotherwise discharged or compromised by Borrower. Following an uncured Event of Default and the expiration of any applicable opportunity to cure period, Borrower shall not exercise any right of offset against any person in possession of any portion of the amount Premises. Borrower further agrees that Borrower will not execute or agree to any subsequent assignment of any rents or profits from the Premises during the term of the loan or any extension thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to without the prior written approval consent of BeneficiaryAmerican Family, such approval consent not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does (a) The assignment of Rents and Leases contained in this Mortgage is present and absolute and is effective immediately. Notwithstanding the foregoing, until the occurrence of an Event of Default, Borrower shall have a revocable license to receive, collect and enjoy the Rents accruing from the Property. Borrower shall hold a portion of such Rents so collected by Borrower and any other income and profits sufficient to discharge all current sums due under the Note, for use in the payment of such sums. Upon the occurrence of an Event of Default, the revocable license shall automatically be revoked and thereafter Lender may, at its option, receive and collect all Rents as they become due. (b) Borrower hereby absolutely irrevocably appoints Lender its true and unconditionally assign lawful attorney with full power of substitution and with full power for Lender in its own name and capacity or in the name and capacity of Borrower, from and after the occurrence of an Event of Default, to Beneficiarydemand, Grantor's rightcollect, title receive and give complete acquittance for any and all Rents, and at Lender’s discretion to file any claim or take any other action or proceeding and make any settlement of any claims, either in its own name or in the name of Borrower or otherwise, which Lender may deem necessary or desirable in order to collect and enforce the payment of the Rents. All tenants at the Property under the Leases (the “Tenants”) are hereby expressly authorized and directed to pay any and all amounts due Borrower pursuant to the Leases to Lender or such nominee as Lender may designate in writing delivered to and received by such Tenants who are expressly relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made. (c) From and after the occurrence of an Event of Default, Lender is hereby vested with full power to use all measures, legal and equitable, deemed by it necessary or proper to collect the Rents assigned hereunder, either by itself or through a receiver, including the right of Lender or its designee to enter upon the Property, or any part thereof, with or without force and with or without process of law and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Borrower relating thereto, and may exclude the Borrower, its agents and servants, wholly therefrom. Borrower hereby consents to the appointment of such receiver. Borrower hereby grants full power and authority to Lender to exercise all rights, privileges and powers herein granted at any and all times after service of a notice exercising the powers granted herein, without further notice to Borrower, with full power to use and apply all of the Rents herein assigned to the payment of the costs of managing and operating the Property and to any Secured Obligations or any other liability of Borrower to Lender, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing, rebuilding and restoring buildings or other improvements or to making the same rentable, attorneys’ fees, costs and expenses incurred in connection with the enforcement of this Mortgage, and to principal and interest payments due from Borrower to Lender under the Note or this Mortgage, all in all current and future such order as Lender may determine. Lender shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Borrower in the Leases, provided Lender may, at its sole option, institute any legal or equitable action which Lender in its sole discretion, deems desirable to collect any or all of the Rents. (d) Following the occurrence of an Event of Default, it being intended Lender may perform any or all obligations of Borrower under any of the Leases or this Mortgage and take such actions as Lender deems appropriate to protect its security interest including without limitation (i) appearing in any action or proceeding affecting any of the Leases or the Property; (ii) executing new leases and modifying, terminating or canceling existing Leases; (iii) collecting, modifying and compromising any Rents payable under the Leases; (iv) enforcing any of the Leases, including, if necessary, evicting lessees; and (v) any other remedies permitted Lender under applicable law. The foregoing are in addition to the remedies afforded Lender under any of the other Loan Documents or in law or equity, by Grantor statute or otherwise, all of which rights are reserved by Lender. It is further understood that the assignment of the Leases contained in this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgage shall not be construed operate to bind Beneficiary place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Lender, nor shall it operate to make Lender liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor Property resulting in loss or injury or death to any lessee, licensee, employee or stranger. (e) Borrower hereby agrees to execute indemnify, hold harmless and deliver to Beneficiary defend Lender from and against any liability, obligation, loss, cost, expense, civil fines, penalties or damage (including attorneys’ fees) incurred by Lender under the Leases until such additional instruments, in form and substance satisfactory to Beneficiary, time as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein Lender shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking actually take possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or . (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license Nothing herein shall be applied towards construed as constituting the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be Lender a Beneficiary mortgagee in possession of the Trust Property, to obligate Beneficiary to lease Property in the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any absence of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken Lender taking actual possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) All Leases entered into by Mortgagor at the Mortgaged Property following the date hereof shall be subordinate to the lien of this Mortgage unless otherwise contemplated under the Term Loan Credit Agreement. Mortgagor will not enter into, Grantor's any Lease if such Lease, as entered into, will not be subordinate to the lien of this Mortgage unless otherwise contemplated under the Term Loan Credit Agreement. (c) Subject to Section 1.06(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.06(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.06(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.06(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the occurrence and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents Mortgaged Property or any other act or omission by any other person unless and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary until it enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking actual possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Mortgaged Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or . (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shallImprovements, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, a copy of any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLease.

Assignment of Leases and Rents. Grantor Mortgagor, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Indebtedness, does hereby absolutely and unconditionally assign to Beneficiarygrant, Grantor's bargain, sell, transfer, assign, convey, set over and deliver unto Mortgagee all right, title and interest of Mortgagor in, to and under the Leases of the Property, whether now in existence or hereafter entered into, and all current guaranties, amendments, extensions and future renewals of said Leases and Rentsany of them, it being intended and all Rents which may now or hereafter be or become due or owing under the Leases, and any of them, or on account of the use of the Property. Mortgagor represents, warrants, covenants and agrees with Mortgagee as follows: (a) The sole ownership of the entire lessor’s interest in the Leases is vested in Mortgagor, and Mortgagor has not, and shall not, perform any acts or execute any other instruments which might prevent Mortgagee from fully exercising its rights with respect to the Leases under any of the terms, covenants and conditions of this Instrument. (b) The Leases are and shall be valid and enforceable in accordance with their terms and have not been and shall not be altered, modified, amended, terminated, canceled, renewed or surrendered except as approved in writing by Grantor Mortgagee. The terms and conditions of the Leases have not been and shall not be waived in any manner whatsoever except as approved in writing by Mortgagee. (c) Mortgagor shall not amend any Lease without prior written notice to Mortgagee and Mortgagee’s prior written consent. (d) There are no defaults now existing under any of the Leases and, to the best of Mortgagor’s knowledge, there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the Leases. (e) Mortgagor shall give prompt written notice to Mortgagee of any notice received by Mortgagor claiming that a default has occurred under any of the Leases on the part of Mortgagor, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of lessor and any lessee under any of the Leases. (g) Mortgagor will not permit any Lease to become subordinate to any lien other than the lien of this Instrument. The assignment constitutes a presentmade hereunder is an absolute, absolute present assignment from Mortgagor to Mortgagee, effective immediately, and is not merely an assignment for additional security onlypurposes but is irrevocable by Mortgagor so long as the Indebtedness remains outstanding. Notwithstanding the foregoing, until a notice is sent to the Mortgagor in writing that an Event of Default (as defined below) has occurred under the terms and conditions of the Reimbursement Agreement or any instrument constituting security for Mortgagor’s obligations under the Reimbursement Agreement (which notice is hereafter called a “Notice”), Mortgagor is granted a license to receive, collect and enjoy the Rents accruing from the Property. Overland Park, Kansas If an Event of Default shall occur, Mortgagee may, at its option, after service of a Notice, receive and collect all such Rents as they become due, from the Property. Mortgagee shall thereafter continue to receive and collect all such Rents, until Mortgagee shall otherwise agree in writing. All sums received by Mortgagor after service of such Notice shall be deemed received in trust and shall be immediately turned over to Mortgagee. Upon the occurrence and during the continuation of an Event of Default, Mortgagor hereby irrevocably appoints Mortgagee its true and lawful attorney-in-fact with power of substitution and with full power for Mortgagee in its own name and capacity or in the name and capacity of Mortgagor, from and after service of Notice, to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property, either in its own name or in the name of Mortgagor or otherwise, which Mortgagee may deem necessary or desirable in order to collect and enforce the payment of the Rents and to demand, collect, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. Such assignment to Beneficiary appointment is coupled with an interest and is irrevocable. Mortgagee shall not be liable for or prejudiced by any loss of any note, checks, drafts, etc., unless such loss shall have been found by a court of competent jurisdiction to have been due to the gross negligence or willful misconduct of Mortgagee. Mortgagee shall apply the Rents received from Mortgagor’s lessees, toward Mortgagor’s obligations under the Reimbursement Agreement. If no Event of Default remains uncured, amounts received in excess of Mortgagor’s obligations under the Reimbursement Agreement shall be remitted to Mortgagor in a timely manner. Nothing contained herein shall be construed to bind Beneficiary constitute Mortgagee as a mortgagee-in-possession in absence of its physically taking possession of the Property. Upon the occurrence and during the continuation of an Event of Default, Mortgagor also hereby irrevocably appoints Mortgagee from and after service of notice as its true and lawful attorney-in-fact to appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the tenants of the Leases. Lessees of the Property are hereby expressly authorized and directed, from and after service of a Notice to pay any and all amounts due Mortgagor pursuant to the Leases to Mortgagee or such nominee as Mortgagee may designate in writing delivered to and received by such lessees who are expressly relieved of any and all duty, liability or obligation to Mortgagor in respect of all payments so made. If an Event of Default shall occur, Mortgagee is hereby vested with full power from and after service of a Notice to use all measures, legal and equitable, deemed by it necessary or proper to enforce the assignment granted hereunder and to collect the Rents assigned hereunder, including the right of Mortgagee or its designee, to enter upon the Property, or any part thereof, and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Mortgagor relating thereto, and may exclude the Mortgagor, its agents and servants, wholly therefrom. Mortgagor hereby grants full power and authority to Mortgagee to exercise all rights, privileges and powers herein granted at any and all times after service of a Notice, with full power to use and apply all of the Rents and other income herein assigned to the payment of the costs of Overland Park, Kansas managing and operating the Property and of any indebtedness or liability of Mortgagor to Mortgagee, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing, rebuilding and restoring the Improvements on the Premises or of making the same rentable, reasonable attorneys’ fees incurred in connection with the enforcement of the assignment granted hereunder, and of payments due from Mortgagor to Mortgagee under the Reimbursement Agreement and this Instrument, all in such order as Mortgagee may determine. Mortgagee shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Mortgagor in the Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Mortgagee, nor shall it operate to make Mortgagee liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees Property resulting in loss or injury or death to execute and deliver any lessee, licensee, employee or stranger, unless the same shall have been found by a court of competent jurisdiction to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject have been due to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession misconduct of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldMortgagee.

Assignment of Leases and Rents. Grantor does a) Mortgagor hereby absolutely assigns to Mortgagee, from and unconditionally assign to Beneficiaryafter the date hereof (including any period allowed by law for redemption after any sale as provided herein), Grantor's rightprimarily, title on a parity with the Property, and interest in all current not secondarily, as further security for the payment of the Indebtedness and future the performance of the Obligations, the Leases and the Rents, it being intended by Grantor that . Nothing contained in this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Article 3 shall not be construed to bind Beneficiary Mortgagee to the performance of any of the terms, covenants, conditions or provisions agreements contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary on Mortgagee (including, but without limiting the generality of the foregoing, any liability under the covenant of quiet enjoyment contained in any Lease in the event that any lessee shall have no responsibility been joined as a party defendant in any action commenced by reason of an Event of Default hereunder or in the event of the sale of the Property at foreclosure or otherwise or in the event any lessee shall have been barred and foreclosed of any or all right, title and interest and equity of redemption in the Property), except that Mortgagee shall be accountable for any money actually received pursuant to the aforesaid assignment. Mortgagor hereby further grants to Mortgagee the right, but not the obligation during the continuation of any Event of Default (i) to enter upon and take possession of the Real Estate for the purpose of collecting the Rents, (ii) to dispossess by the usual summary proceedings any lessee defaulting in making any payment due under any Lease to Mortgagee or defaulting in the performance of any of its other obligations under its Lease, (iii) to let the Real Estate or any portion thereof, (iv) to apply the Rents on account of the Indebtedness, and (v) to perform such other acts as Mortgagee is entitled to perform pursuant to this Article 3. Such assignment for and grant shall continue in effect until the control, care, maintenance, management or repair entire amount of the Trust Property, for any dangerous or defective condition Indebtedness shall be paid in full and all of the Trust PropertyObligations shall be fully performed in accordance with this Mortgage and the other Loan Documents, or for any negligence in the management, upkeep, repair or control execution of this Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the entry upon and taking possession of the Trust Property. Grantor agrees Real Estate by Mortgagee pursuant to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to grant on the terms of this paragraphand conditions hereof, Beneficiary whether or not the Property shall have been sold at foreclosure or otherwise and without applying for a receiver. The foregoing notwithstanding, Mortgagee grants to Grantor Mortgagor a license, revocable license at any time during the continuance of an Event of Default after five (5) days' written notice to Mortgagor thereof, to collect all of the Rents and to retain, use and enjoy the same and otherwise exercise deal with the Leases in all rights of Grantor under any Lease, in each case, subject to respects. b) During the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation continuance of an Event of Default, Beneficiary may, either Mortgagor shall receive the Rents as set forth in person or by agent, without bringing any action or proceeding, or by Section 3(a) hereof and shall hold the right to receive the Rents as a receiver appointed by a court, without trust fund to be applied in accordance with the necessity of taking possession terms of the Trust Property in its own nameCredit Agreement. c) During the continuance of any Event of Default hereunder, Mortgagor shall pay monthly any Rents received by it to Mortgagee or to such receiver, and in addition to and without limiting any of Beneficiaryupon Mortgagor's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt failure to do so, or Mortgagor may be evicted by summary proceedings. d) Upon notice and demand, Mortgagor shall, from time to take any actiontime, incur any expenseexecute, acknowledge and deliver to Mortgagee, or perform shall cause to be executed, acknowledged and delivered to Mortgagee, in form satisfactory to Mortgagee, one or discharge any obligation, duty or liability whatsoever under any more separate assignments (confirmatory of the Leases or otherwisegeneral assignment provided in this Article 3) of the lessor's interest in any Lease, provided that the license contained in this Section in favor of Mortgagor shall not be impaired by such assignments. Grantor shall, and hereby agrees Mortgagor shall pay to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or Mortgagee the reasonable expenses incurred by Beneficiary solely by reason Mortgagee in connection with the preparation and recording of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldinstrument.

Assignment of Leases and Rents. (a) Grantor does hereby irrevocably and absolutely grants, transfers and unconditionally assigns to the Trustee for the benefit of Beneficiary all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Grantor of the Obligations. Grantor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any other Lease or their respective Rents to anyone other than the Trustee for the benefit of Beneficiary. (b) Without Beneficiary's prior written consent, Grantor will not (i) modify, amend, terminate or consent to the cancelation or surrender of any Lease if such modification, amendment, termination or consent to the Trustee for the benefit of the Beneficiary would, in the reasonable judgment of the Beneficiary, be adverse in any material respect to the interests of the Lenders, the value of the Trust Property or the lien created by this Deed of Trust or (ii) consent to an assignment of any tenant's interest in any Lease or to a subletting thereof covering a material portion of the Trust Property. (c) Subject to Section 1.08(d), Grantor has assigned and transferred to Beneficiary all of Grantor's right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Grantor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.08(d), an absolute transfer and assignment of all Rents and all Leases to Beneficiary and not merely to grant a security interest therein. Subject to Section 1.08(d), Beneficiary may in Grantor's name and stead (with or without first taking possession of any of the Trust Property personally or by receiver as provided herein) operate the Trust Property and rent, lease or let all or any portion of any of the Trust Property to any party or parties at such rental and upon such terms as Beneficiary shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an assignment Event of Default shall not have occurred and be continuing, Beneficiary will not exercise any of its rights under Section 1.08(c), and Grantor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Beneficiary may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for additional security onlysuch purpose and for the operation and maintenance thereof. Such assignment Grantor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any written notice sent by Beneficiary to any such tenant or any of such tenant's successors in interest, and thereafter to pay Rents to Beneficiary. (e) Beneficiary will not become a Beneficiary in possession so long as it does not enter or take actual possession of the Trust Property. In addition, Beneficiary shall not be construed to bind Beneficiary to the performance of responsible or liable for performing any of the covenantsobligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and or any other Relevant Documents and as otherwise available at law act or in equity, omission by any other person. (af) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly Grantor shall furnish to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable the rentals or license fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldpayable thereunder.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Subject to the ABL Intercreditor Agreement, Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. (b) Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, Grantor's all Leases shall be subordinate to the lien of this Mortgage. Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of an Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee (such notice to promptly be sent by Mortgagee once an Event of Default is no longer occurring) that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether Mortgaged Property or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law act or in equity, (a) notify omission by any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or person. (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor shall furnish to the full extent of Grantor's rights and obligations thereunderMortgagee, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does Borrower hereby absolutely assigns to Lender directly and unconditionally assign to Beneficiaryabsolutely, Grantorand not merely collaterally, the interest of Borrower as landlord under the Ground Lease of the Premises, the Borrower's right, title and interest in and to the Guaranty, any and all current subleases of the Premises, or any part thereof, and future the rents payable under the Ground Lease and any and all other leases and subleases of the Premises, or any portion thereof, or any installments of money payable pursuant to any agreement or any sale of the Premises or any part thereof, including but not limited to proceeds of the purchase option granted under the Ground Lease, subject only to a license, if any, granted by Lender to Borrower with respect thereto prior to the occurrence of a Default. Borrower has executed and delivered an Assignment of Leases and Rents which grants to Lender specific rights and remedies in respect of the Ground Lease and such other leases and governs the collection of rents thereunder and from the use of the Premises, and such rights and remedies so granted shall be cumulative of those granted herein. The collection of such rents and the application thereof as aforesaid shall not cure or waive any Default or notice of default hereunder or invalidate any act done pursuant to such notice, except to the extent any such Default is fully cured. Failure or discontinuance of Lender at any time, or from time to time, to collect any such moneys shall not impair in any manner the subsequent enforcement by Lender of the right, power and authority herein conferred on Lender. Nothing contained herein, including the exercise of any right, power or authority herein granted to Lender, shall be, or be construed to be, an affirmation by Lender of any tenancy, lease or option, or an assumption of liability under, or the subordination of the lien or charge of this Mortgage to any such tenancy, lease or option. Borrower hereby agrees that, in the event Lender exercises its rights as provided for in this Paragraph 3.24 or in the Assignment of Leases and Rents, Borrower waives any right to compensation for the use of Borrower's furniture, furnishings or equipment in the Premises for the period such assignment of rents or receivership is in effect, it being intended by Grantor understood that this assignment constitutes a present, absolute assignment and not an assignment for additional security onlythe rents derived from the use of any such items shall be applied to Borrower's obligations hereunder as provided herein. Such assignment to Beneficiary Nothing herein contained shall not be construed to bind Beneficiary to as making or constituting Lender a "mortgagee in possession" in the performance of any absence of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account taking of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking actual possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action Premises by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee Lender pursuant to the assignment provisions set forth herein or in the Assignment of Rents Leases and Leases contained herein, but excluding any claim (a) to Rents. In the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession exercise of the Trust Property. Should Beneficiary incur any such claimpowers herein granted Lender, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases no liability shall be subject to the prior written approval of Beneficiaryasserted or enforced against Lender, all such approval not to be unreasonably withheldliability being expressly waived and released by Borrower.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for A. As additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to for the payment of the Indebtedness and the performance of any of the covenants, terms and conditions or provisions contained herein and in any other Loan Document, Mortgagor does hereby assign, mortgage and warrant to Mortgagee, all rents, income and profits of the Premises and all present and future leases pertaining thereto and all guarantees of the tenant's obligations thereunder, together with the right in the Mortgagee to enforce the leases, to take possession of the Premises and every part thereof, and to collect the rents and profits and to apply the same, as hereinafter provided. Notwithstanding this assignment, until an Event of Default occurs, Mortgagor shall have the right to collect the rents, profit and income of the Premises. B. Mortgagor shall not, without the prior written consent of Mortgagee, accept any prepaid rent under any lease of the Premises except for the then current month and security deposits; nor shall Mortgagor enter into any new lease of the Premises or any part thereof except in accordance with a form of lease approved in advance by Mortgagee. Mortgagor shall not take or suffer any actions which would effectuate a merger of a lease with a fee so as to terminate the lessee's obligations. Any act in violation of this paragraph 16. B. shall be void and of no effect. C. Mortgagor shall perform all of the obligations of the lessor under all leases of the Premises or any part thereof in accordance with the terms and provisions thereof and shall not suffer or permit any impairment of the security thereof. Mortgagor shall manage the Premises and every part thereof in accordance with sound business practices. Mortgagor shall promptly take such Lease or otherwise impose actions as are reasonable and prudent to enforce the lessee's obligations under any obligation upon Beneficiarylease. Beneficiary Mortgagee shall have no obligations, responsibility on or liability of lessor under any lease assigned hereby, and shall have no obligation to account of this assignment for any security deposit unless the control, care, maintenance, management or repair same has been actually deposited with Mortgagee. D. Mortgagor shall deliver to Mortgagee within ten (10) days after written request from Mortgagee a statement in writing setting forth the names of the Trust Property, for any dangerous or defective condition tenants of the Trust PropertyPremises, or for any negligence in the management, upkeep, repair or control expiration dates of the Trust Propertyleases, and the amounts of rents and any other sums due thereunder, and together therewith shall furnish to Mortgagee copies of all such leases. Grantor agrees to Mortgagor shall, upon written request, execute and deliver to Beneficiary Mortgagee such additional instruments, in form other and substance satisfactory to Beneficiary, further documents as may hereafter be requested by Beneficiary reasonably appropriate to further evidence confirm the assignment of rents, profits, and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. leases made hereby. E. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without pursuant to the necessity of taking possession of the Trust Property in its own nameassignment herein contained, and in addition to exercising any and without limiting any of Beneficiary's all other rights and remedies hereunderprovided by this Mortgage or by law, under including the Notes appointment of a receiver (to which appointment Mortgagor consents), or by any other Loan Document, with or without foreclosure or entry upon the Premises, demand, collect, sue xxx, receive, compromise, and compound all rents, income and arrears of rent as may then or thereafter be due and owing from the tenants, occupiers, lessees or assignees of any lessees of the Premises and Mortgagor hereby authorizes and directs the tenants, occupiers, lessees or assignees of any lessees of the Premises to make payment to Mortgagee of rent and any other Relevant Documents sums then due and as otherwise available at law to become due under the leases upon receipt of written demand therefor by Mortgagee, without liability for the determination of Mortgagee's rights thereto. In such event, Mortgagee shall have the power, either directly or in equitythrough a rental agent selected by Mortgagee, (a) notify any lessee or other person that to operate, maintain and repair the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment ofPremises, and make allowances, adjustments to amend any lease and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagor with respect to the full extent of Grantor's rights any lease; and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator out of the Trust Property. Grantor irrevocably directs any tenantrents and income thus received, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligationsall costs and expenses of Mortgagee, to retain all sums then or thereafter due hereunder, and also a commission of six percent (6%) upon all such rents and income thus collected as compensation for its services in making such collections. Neither the enforcement The rights and powers of Mortgagee hereunder shall continue and remain in full force and effect until all amounts due Mortgagee hereunder, including any deficiency resulting from foreclosure sale, are paid in full, and shall continue after commencement of foreclosure and after foreclosure sale and until expiration of any applicable period of redemption, notwithstanding the sale of the remedies Premises to a purchaser other than Mortgagee. Mortgagee shall not be liable to Mortgagor or anyone claiming under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely through Mortgagor by reason of Beneficiary's status as an assignee pursuant anything done or left undone by Mortgagee hereunder, except for damage resulting from willful misconduct of Mortgagee. F. Mortgagor covenants, represents and warrants to the Mortgagee that Mortgagor has not executed any prior assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconductleases of the Premises, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur rents, profits and income of the Premises except to Mortgagee and Mortgagor covenants it will not hereafter execute any such claim, liability, expense, loss or damage, the amount thereof, including assignment until such time as all actual expenses Indebtedness secured hereby is fully paid and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor satisfied. G. Mortgagor agrees that all Leases no holder of any subordinate lien shall be subject have any right to terminate any lease of any portion of the prior written approval of Beneficiary, Premises whether or not such approval not lease is subordinate to be unreasonably withheldthis Mortgage.

Assignment of Leases and Rents. Grantor does Borrower hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's Lender all right, title and interest of Borrower in and to all current and future Leases leases and RentsRents affecting the Mortgaged Property, it being intended by Grantor that this assignment constitutes a presentincluding the right, absolute assignment power and not an assignment for additional security only. Such assignment privilege of Borrower to Beneficiary shall not be construed cancel, terminate or accept surrender of such leases, to bind Beneficiary accept payment of more than one monthly installment of Rent thereunder, and to the performance of amend, modify, or abridge any of the covenantsterms, covenants or conditions or provisions contained in of any such Lease or otherwise impose leases. This assignment of leases and Rents is absolute, present and immediate and is fully operative without any obligation upon Beneficiary. Beneficiary shall have no responsibility further action on account the part of this assignment for the controlany Person; provided that, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject prior to the terms occurrence of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, Borrower is granted a limited license to collect and use the license granted Rents, provided further that: (a) the existence or exercise of such right of or by Borrower shall not subordinate the assignment of Rents effected hereby, in whole or in part, to Grantor herein shall immediately and automatically be revokedany subsequent assignment by Borrower permitted under the provisions of this Deed of Trust, and Beneficiary any such subsequent assignment by Xxxxxxxx shall immediately be entitled subject to possession the rights of all Rents, whether or not Beneficiary enters Trustee and Xxxxxx xxxxxxxxx; and (b) upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, occurrence and during the continuation of an Event of Default, Beneficiary mayXxxxxxxx’s license to collect and use the Rents shall automatically and immediately terminate and Lender shall be entitled, either at its option, to all Rents, whether or not Lender takes possession of the Mortgaged Property. In furtherance thereof, Borrower grants to Lender the right following the occurrence and during the continuation of an Event of Default: (i) to enter and take possession of the Mortgaged Property to collect Rents; (ii) to dispossess any tenant or other Person defaulting in person the payment of any Rents; (iii) to let the Mortgaged Property or by agentany part thereof; (iv) to demand payment of and receive Rents from any tenant or other Person; and (v) to apply all Rents, without bringing any action or proceedingafter payment of all necessary charges and expenses, or by a receiver appointed by a court, without on account of the necessity Secured Obligations. This Deed of Trust constitutes and evidences the irrevocable consent of Borrower to the entry upon and taking possession of the Trust Mortgaged Property by Lender pursuant to the foregoing assignment, whether or not sale or foreclosure has been instituted. The assignment of Rents shall continue in its own name, and effect until the Secured Obligations have been indefeasibly repaid in full. Neither the exercise of any rights under this section by Lender nor the application of any Rents to the Secured Obligations shall cure or waive any Event of Default or notice of an Event of Default hereunder or invalidate any act done pursuant hereto. Nothing herein is intended as nor shall imply any consent by Xxxxxx to any sublease or other assignment or transfer of any interest or right of possession of the Lender in any of the Premises. In addition to and without limiting any of Beneficiary's the other rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available to Lender hereunder or at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to Lender shall be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunderentitled, with or without taking possession of the bringing Mortgaged Property, to enforce this Assignment by any of the following means: (i) By application for appointment of, or appointment of, a receiver; (ii) By obtaining possession of the Rents; (iii) By delivery to one or more lessees of any action lease a written demand for turnover of the Rents in the form required by Section 2938 of the California Civil Code or the appointment otherwise provided or permitted by law; (iv) By delivery to Borrower of a receiver and without need written demand for any other authorization the Rents. If Lender makes a demand as provided in the foregoing subsection (iii) or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor (iv) then Lender shall deliver a copy of this assignment such demand to each tenant under a Lease and to each manager and managing agent or operator Borrower and/or any other assignee of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator Rents to the extent and in the manner required under Section 2938 of the PropertyCalifornia Civil Code. Except to the extent required under Section 2938 of the California Civil Code or otherwise by law, without Lender waives any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation termination of the license granted herein, and/or enforcement of this Assignment. Xxxxxxxx agrees that Xxxxxx shall be entitled to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed appointment of a receiver as a matter of right and that Xxxxxx shall be entitled to collect the Rents. Any Rents collected after the revocation specific performance of the license shall be applied towards the payment provisions of this Assignment pertaining to appointment of a receiver pursuant to Section 564 of the Obligations. Neither the enforcement California Code of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldCivil Procedure.

Assignment of Leases and Rents. Grantor does hereby absolutely Mortgagor assigns, transfers, and unconditionally assign conveys to BeneficiaryLender all of Mortgagor’s estate, Grantor's right, title and interest in all current and future to the Leases and Rents and gives to and confers upon Lender the right, power and authority to collect the Rents; to give receipts, it being intended releases and satisfactions; to xxx, in the name of Mortgagor or Lender, for all Rents; and to apply the Rents to the payment of the Secured Obligations in such order as Lender shall determine. Mortgagor further irrevocably appoints Lender its true and lawful attorney-in-fact, at the option of Lender at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to xxx, in the name of Mortgagor or Lender, for all Rents. Mortgagor authorizes and directs the lessees, tenants and occupants to make all payments under the Leases directly to Lender upon written demand by Grantor Lender, without further consent of Mortgagor; provided, however, that this assignment constitutes Mortgagor shall have the right to collect such Rents (but not more than one month in advance unless the written approval of Lender is first obtained), and to retain and enjoy same, so long as a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Default shall not be construed have occurred. THE ASSIGNMENT OF THE RENTS MADE IN THIS SECTION IS INTENDED TO BE AN ABSOLUTE, PRESENT ASSIGNMENT FROM MORTGAGOR TO LENDER AND NOT MERELY THE PASSING OF A SECURITY INTEREST. Rents collected subsequent to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases shall be applied to existthe costs, the license shall automatically be reinstated. In additionif any, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession and control of and managing the Trust Mortgaged Property in its own nameand collecting such amounts, including to pay reasonable attorney’s fees, receiver’s fees, premiums on receiver’s bonds, costs of repairs to the Mortgaged Property, premiums on insurance policies, taxes, assessments and other charges on the Mortgaged Property, and in addition to and without limiting the costs of discharging any obligation or liability of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim Mortgagor with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereundersums secured by this Mortgage, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestall in such order as Lender may, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenantin its sole discretion, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withhelddetermine.

Assignment of Leases and Rents. Grantor does (i) As additional security for the Indebtedness Hereby Secured, the Company hereby absolutely assigns and unconditionally assign transfers to Beneficiarythe Mortgagee, Grantor's all of the Company’s right, title and interest in and to all current Leases and Rents from the Mortgaged Property and each and every part thereof, including all present and future Leases and rental agreements, for the purpose of securing the Indebtedness Hereby Secured. The Company agrees not to default in performing its material obligations under any Lease or rental agreement with respect to the Mortgaged Property or any part thereof. This assignment may be enforced by the Mortgagee at any time during the existence of an Event of Default hereunder without regard to the adequacy of the security hereof or the solvency of the Company, by any one or more of the following methods: (A) the appointment of a receiver; (B) the Mortgagee’s taking possession of the Mortgaged Property; (C) the collection by the Mortgagee of any moneys payable under Leases, purchase agreements or rental agreements directly from the parties obligated to make such payment; (D) the obtaining of an injunction and (E) any other method permitted by law. This assignment shall constitute a perfected, absolute and present, irrevocable, currently effective assignment of Rents, it being and is intended by Grantor that this assignment constitutes a presentto comply fully with the applicable law of the State of Ohio and any other applicable law, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary afford the Mortgagee, to the performance fullest extent allowed by law, the rights and remedies of any of the covenantsa mortgage lender or secured lender pursuant thereto; provided, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the controlhowever, carethat, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject prior to the terms occurrence of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the Company shall have a conditional license granted and opportunity to Grantor herein collect (but not more than one (1) month in advance) all Rents and to use the same for payment of all sums which the Company is required to pay by the terms hereof and the Indebtedness Hereby Secured, before using the same for any other purpose. (ii) Receipt by the Mortgagee of Rents shall immediately not constitute a waiver of any right that the Mortgagee may enjoy under this Mortgage or under the laws of the State of Ohio, nor shall the receipt and automatically application of any Rents cure any Event of Default hereunder nor affect any foreclosure proceeding or any sale authorized by this Mortgage and the laws of the State of Ohio. There shall be revokedno merger of the leasehold estates, created by the Leases, with the fee estate of the Mortgaged Property without the prior written consent of the Mortgagee. (iii) This assignment shall extend to and Beneficiary shall immediately be entitled cover any and all extensions and renewals of existing and future Leases and to possession any and all present and future rights against guarantors of any such obligations and to any and all Rents, whether issues and profits collected under Leases or not Beneficiary enters upon or takes control other rentals. This assignment is given to facilitate payment and performance of the Trust Property, provided that if such Event of Default ceases Indebtedness Hereby Secured. The Mortgagee shall not be obligated to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any Lease or under or by reason of this assignment until the Mortgagee, following the enforcement of its rights hereunder, succeeds to the Company’s interest in all or any part of the Leases or otherwise. Grantor shallMortgaged Property subject to any such Lease and/or under any such Lease (“Acquisition Date”), and the Company shall and does hereby agrees agree to indemnify Beneficiary forindemnify, defend and to hold Beneficiary the Mortgagee harmless from any liability, loss or damage that it might incur under any Lease prior to the Acquisition Date or under or by reason of this assignment prior to the Acquisition Date and againstfrom any claims and demands whatsoever that may be asserted against it by reason of any alleged obligations or undertakings on the Mortgagee’s part prior to the Acquisition Date. Unless otherwise specified by the Mortgagee in writing, all existing and future Leases for the use or occupancy of all or any part of the Mortgaged Property shall be subordinate to the lien of this Mortgage. The Mortgagee is hereby authorized to notify all lessees and tenants of the Mortgaged Property of the existence of any and all claimssuch assignments. The Mortgagee hereby authorizes and directs the lessees and tenants of the premises that during the existence of an Event of Default, liabilityand upon written notice from the Mortgagee, expensesall payments required under said Leases and rental agreements or in any way respecting the same, losses or damages which may or might shall be asserted against or incurred by Beneficiary solely made directly to the Mortgagee as they become due. The Company hereby relieves said purchasers, lessees and tenants from any liability to the Company by reason of Beneficiary's status as an assignee pursuant said payments being made to the Mortgagee. With or without exercising the rights set forth in Section 5.2 hereof, the Mortgagee is authorized to give such written notice to tenants at any time during the existence of an Event of Default hereunder. (iv) All Rents, profits, issues or income derived from the Mortgaged Property that are collected by the Mortgagee during the existence of an Event of Default shall be applied in the manner provided for in Section 5 hereof in respect of proceeds and avails of the Mortgaged Property. This assignment is a perfected present, absolute, direct and unconditional assignment and transfer of Rents all the Company’s right, title and Leases contained hereininterest in and to, but excluding any claim (a) not the obligations under, the Leases and the Rents made in consideration of the loan by Mortgagee to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to Company and as additional security for the extent arising solely from Beneficiary's actions after Beneficiary has taken possession repayment of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldIndebtedness Hereby Secured.

Assignment of Leases and Rents. Grantor does (a) The Mortgagor hereby absolutely assigns and unconditionally assign transfers to Beneficiary, Grantor's the Lender all of the Mortgagor’s right, title and interest in and to all current Leases and Rents from the Mortgaged Property and each and every part thereof, including all present and future Leases and rental agreements, for the purpose of securing the Obligations. The Mortgagor agrees not to default in performing its obligations under any Lease or rental agreement with respect to the Mortgaged Property or any part thereof. This assignment may be enforced by the Lender at any time during the existence of an Event of Default hereunder, without regard to the adequacy of the security hereof or the solvency of the Mortgagor, by any one or more of the following methods: (i) the appointment of a receiver; (ii) the Lender’s taking possession of the Mortgaged Property; (iii) the collection by the Lender of any moneys payable under Leases, purchase agreements or rental agreements directly from the parties obligated to make such payment; (iv) the obtaining of an injunction and (v) any other method permitted by law. This assignment shall constitute a perfected, absolute and present, irrevocable, currently effective assignment of Rents within the meaning of Minnesota Statutes, §§ 559.17 and 576.25, or any successor statutes thereto, as the same may be amended from time to time, and is intended to comply fully with the provisions thereof, and to afford the Lender, to the fullest extent allowed by law, the rights and remedies of a mortgage lender or secured lender pursuant thereto; provided, however, that, prior to the occurrence of an Event of Default (as hereafter defined in Article IV), the Mortgagor shall have a conditional license and opportunity to collect (but not more than one month in advance) all such Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise for payment of all rights of Grantor under any Lease, in each case, subject sums which the Mortgagor is required to pay by the terms hereof and the Obligations, before using the same for any other purpose. (b) Receipt by the Lender of Rents shall not constitute a waiver of any right that the Lender may enjoy under this Mortgage or under the laws of the Relevant Documents. Upon an Event State of DefaultMinnesota, nor shall the license granted to Grantor herein shall immediately receipt and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such application thereof cure any Event of Default ceases to existhereunder nor affect any foreclosure proceeding or any sale authorized by this Mortgage and the laws of the State of Minnesota. There shall be no merger of the leasehold estates, created by the license shall automatically be reinstated. In additionLeases, during with the continuation fee estate of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, the Mortgaged Property without the necessity of taking possession prior written consent of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; Lender. (c) demand, xxx for or otherwise collect, receive, This assignment shall extend to and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform cover any and all obligations extensions and renewals of Grantor under the existing and future Leases and exercise to any and all present and future rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing against guarantors of any action or the appointment of a receiver such obligations and without need for to any other authorization and all Rents collected under Leases or other action by Beneficiary or Grantorrentals. At Beneficiary's request, Grantor shall deliver a copy of this This assignment is given to each tenant under a Lease facilitate payment and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment performance of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded The Lender shall not be obligated to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any Lease or under or by reason of the Leases or otherwise. Grantor shallthis assignment, and the Mortgagor shall and does hereby agrees agree to indemnify Beneficiary for, and to hold Beneficiary the Lender harmless from any liability, loss or damage that it might incur under any Lease or under or by reason of this assignment and againstfrom any claims and demands whatsoever that may be asserted against it by reason of any alleged obligations or undertakings on the Lender’s part. Unless otherwise specified by the Lender in writing, all existing and future Leases for the use or occupancy of all or any part of the Mortgaged Property shall be subordinate to the lien of this Mortgage. In pursuance of this assignment, and not in lieu hereof, the Mortgagor shall on demand give the Lender separate specific assignments of Rents and Leases, covering some or all of the Leases, the terms of such assignments being incorporated herein by reference. The Lender is hereby authorized to notify all lessees and Tenants of the Mortgaged Property of the existence of any and all claimssuch assignments. The Mortgagor hereby authorizes and directs the lessees and Tenants of the Mortgaged Property that, liabilityupon written notice from the Lender, expensesall payments required under said Leases and rental agreements or in any way respecting the same, losses or damages which may or might shall be asserted against or incurred by Beneficiary solely made directly to the Lender as they become due. The Mortgagor hereby relieves said purchasers, lessees and Tenants from any liability to the Mortgagor by reason of Beneficiary's status said payments being made to the Lender. With or without exercising the rights set forth in Section 4.2 hereof, the Lender is authorized to give such written notice to Tenants at any time during the existence of an Event of Default hereunder. (d) All Rents derived from the Mortgaged Property that are collected by the Lender, its agent or a receiver each month shall be applied as an assignee follows: (i) to the payment of all reasonable fees and expenses of the receiver, if any, approved by the court; (ii) to the repayment of Tenant security deposits, with interest thereon, as required by Minnesota Statutes, § 504B.178, or any successor statute thereto, as the same may be amended from time to time, if applicable; (iii) to the payment when due of delinquent or current real estate taxes or special assessments with respect to the Mortgaged Property, or the periodic escrow for the payment of the same; (iv) to the payment when due of premiums for insurance of the type required by this Mortgage, or the periodic escrow for the payment of the same; (v) to payment for the keeping of the covenants required of a lessor or licensor pursuant to Minnesota Statutes, § 504B.161, Subd. 1, or any successor statute thereto, as the assignment same may be amended from time to time, if applicable; (vi) to the payment of Rents all expenses for normal operation and Leases contained herein, but excluding any claim maintenance of the Mortgaged Property; and (vii) the balance to the Lender (a) if received prior to the extent caused by Beneficiary's gross negligence or willful misconductcommencement of a foreclosure, or to be applied to the Obligations, in such order as the Lender may elect and (b) if received after the commencement of a foreclosure, to be applied to the extent arising solely from Beneficiary's actions amount required to be paid to effect a reinstatement prior to foreclosure sale, or, after Beneficiary has taken possession a foreclosure sale to any deficiency or, at the option of the Trust PropertyLender, to the amount required to be paid to effect a redemption, all pursuant to Minnesota Statutes, §§ 580.30, 580.23 and 581.10, or any successor statutes thereto, as the same may be amended from time to time, with any excess to be paid to the Mortgagor. Should Beneficiary incur any such claimProvided, liabilitythat if this Mortgage is not reinstated nor the Mortgaged Property redeemed as provided by said Minnesota Statues, expense§§ 580.30, loss 580.23 or damage581.10 following foreclosure, the entire amount thereofpaid to the Lender, including all actual expenses and reasonable fees of attorneysafter deducting therefrom the amounts applied by the Lender to any deficiency, shall constitute Obligations secured herebybe the property of the purchaser of the Mortgaged Property at the foreclosure sale, together with all or any part of the Mortgaged Property acquired through foreclosure. The rights and Grantor powers of the Lender under this Section and the application of Rents under Section 1.10(d) shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to continue until expiration of the prior written approval of Beneficiaryredemption period from any foreclosure sale, such approval whether or not to be unreasonably withheldany deficiency remains after a foreclosure sale.

Assignment of Leases and Rents. Grantor does i) Trustor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Trustor of the Secured Obligations. Trustor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Trustee for the benefit of Beneficiary. (a) All Leases entered into by Trustor after the date hereof shall be subordinate to the lien of this Deed of Trust. Trustor will not enter into, Grantor's modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Deed of Trust. (b) Subject to Section 1.07(d), Trustor has assigned and transferred to Trustee all of Trustor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Trustor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Trustee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Section 1.07(d), Trustee or Beneficiary shall not be construed to bind Beneficiary to the performance may in Trustor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Beneficiary shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (c) So long as an Event of Default shall not have occurred and be continuing, Beneficiary will not exercise any of its rights under Section 1.07(c), and Trustor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Beneficiary may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Trustor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Beneficiary to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Beneficiary without any obligation upon or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Trustor, who shall have no right or claim against any such tenant or successor in interest for any such Rents so paid to Beneficiary. Each tenant or any of such tenant’s successors in interest from whom Beneficiary or any officer, agent, attorney or employee of Beneficiary shall have collected any Rents, shall be authorized to pay Rents to Trustor only after such tenant or any of their successors in interest shall have received written notice from Beneficiary that the Event of Default is no responsibility on account longer continuing, unless and until a further notice of this assignment for the control, care, maintenance, management an Event of Default is given by Beneficiary to such tenant or repair any of its successors in interest. (d) Neither Trustee nor Beneficiary will become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, neither Trustee nor Beneficiary shall be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of any of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory Mortgaged Property or any other act or omission by any other person. (e) Trustor shall furnish to Beneficiary, as may hereafter be requested within 30 days after a request by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's (a) All right, title title, and interest of Mortgagor in and to all current and future Leases and RentsRents are hereby transferred and assigned simultaneously herewith to Mortgagee. Although it is the intention of the parties that the assignment contained in this paragraph shall be a present assignment, it being intended by Grantor is expressly understood and agreed, anything to the contrary notwithstanding, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not exercise any of the rights or powers conferred upon it by this paragraph until an Event of Default shall exist and be construed continuing. The Mortgagee shall be entitled to all the rights and remedies conferred by Act No. 210 of the Michigan Public Acts of 1953 as amended by Act No. 151 of the Michigan Public Acts of 1966 (MCLA 554.231 et seq.) or Act No. 228 of the Michigan Public Acts of 1925, as amended by Act No. 55 of the Michigan Public Acts of 1933 (MCLA 554.211 et seq.), whichever is applicable. (b) Following the occurrence of an Event of Default and during the continuance thereof, (a) Mortgagee shall have the rights and powers as are provided herein, (b) this Mortgage shall constitute a direction to each lessee under the Leases and each guarantor thereof to pay all Rents directly to Mortgagee without proof of the Event of Default, and (c) Mortgagee shall have the authority, as Mortgagor’s attorney-in-fact (such authority being coupled with an interest and irrevocable), to sign the name of Mortgagor and to bind Beneficiary Mortgagor on all papers and documents relating to the performance operation, leasing and maintenance of the Property. (c) Following the occurrence of an Event of Default and during the continuance thereof, if Mortgagor, as lessor under any Lease, shall neglect or refuse to perform, observe and keep all of the covenants, conditions or provisions and agreements contained in such Lease, then Mortgagee may perform and comply with any such Lease or otherwise impose any obligation upon Beneficiarycovenants, agreements and provisions. Beneficiary shall have no responsibility on account of this assignment for the controlAll reasonable costs and expenses incurred by Mortgagee in complying with such covenants, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedagreements, and Beneficiary provisions shall immediately constitute Obligations and shall be entitled to possession of all Rents, whether or not Beneficiary enters payable upon or takes control of demand with interest payable at the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; Rate. (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained Mortgagee shall not be obligated to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallLease, and Mortgagor shall and does hereby agrees to indemnify Beneficiary foragree, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) except to the extent caused by Beneficiary's of Mortgagee’s gross negligence or willful misconduct, to indemnify and hold the Mortgagee harmless of and from any and all liability, loss or (b) damage which it may or might incur under any Lease or under or by reason of their assignments and of and from any and all claims and demands whatsoever which may be asserted against it by reason of alleged obligations or undertakings on its part to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession perform or discharge any of the Trust Propertyterms, covenants or agreements contained in such Lease. Should Beneficiary Mortgagee incur any such claim, liability, expense, loss or damagedamage under any Lease or under or by reason of its assignment to Mortgagee, or in the defense of any claims or demands, the amount thereof, including all actual costs, expenses and reasonable fees of attorneys’ fees, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject payable upon demand with interest payable at the Default Rate. (e) All Rents collected by Mortgagee, or by a receiver, shall be held and applied in the following order: (i) to payment of all reasonable fees of the receiver, if any, approved by the court; (ii) to payment of all delinquent or otherwise due and payable real estate taxes and special assessments payable with respect to the Property; (iii) to payment of all premiums then due for the insurance required by the provisions of this Mortgage; (iv) to payment of expenses incurred for normal maintenance of the Property; (v) if received prior written approval to any foreclosure sale of Beneficiarythe Property to Mortgagee for payment of the indebtedness secured by this Mortgage in accordance with Section 6.5 of the Guarantee and Collateral Agreement, but no such approval payment made after acceleration of the indebtedness shall affect such acceleration; (vi) if received during or with respect to a period after a foreclosure sale of the Property: (a) if the purchaser at the foreclosure sale is not Mortgagee, first to be unreasonably withheldMortgagee to the extent of any deficiency of the sale proceeds to repay the indebtedness secured by this Mortgage in accordance with Section 6.5 of the Guarantee and Collateral Agreement, second to the purchaser as a credit to the redemption price, but if the Property is not redeemed, then to the purchaser of the Property; (b) if the purchaser at the foreclosure sale is Mortgagee, first to Mortgagee to the extent of any deficiency of the sale proceeds to repay the indebtedness secured by this Mortgage in accordance with Section 6.5 of the Guarantee and Collateral Agreement.

Assignment of Leases and Rents. Grantor does hereby absolutely Mortgagor irrevocably grants, bargains, sells, conveys and unconditionally assign warrants to Beneficiary, Grantor's Lender as additional security all the right, title and interest in and to any and all current existing or future leases, subleases, and any other written or verbal agreements for the use and occupancy of any portion of the Property, including any extensions, renewals, modifications or Substitutions of such agreements (all referred to as "Leases") and rents, issues and profits (all referred to as "Rents"). Mortgagor will promptly provide Lender with true and correct copies of all existing and future Leases Leases. Mortgagor may collect, receive, enjoy and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and use the Rents so long as Mortgagor is not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to default under the terms of this paragraph, Beneficiary grants Security Instrument. Mortgagor agrees that this assignment is immediately effective after default between the parties to Grantor a revocable license this Security Instrument and effective as to collect all third parties on the recording of the Rents Security Instrument, and retain, use and enjoy this assignment will remain effective during any period of redemption by the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to Mortgagor until the terms hereof and Secured Debt is satisfied. Mortgagor agrees that Lender may take actual possession of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, property without the necessity of taking commencing legal action and that actual possession is deemed to occur when Lender, or its agent, notifies Mortgagor of default and demands that any tenant pay all future Rents directly to Lender. On receiving notice of default, Mortgagor will endorse and deliver to Lender any payment of Rents in Mortgagor's possession and will receive any Rents in trust for Lender and will not commingle the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and Rents with any other Relevant Documents and funds. Any amounts collected will be applied as otherwise available at law or provided in equity, (a) notify any lessee or other person this Security Instrument. Mortgagor warrants that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor no default exists under the Leases or any applicable landlord/tenant law. Mortgagor also agrees to maintain and exercise require any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any terms of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldapplicable law.

Assignment of Leases and Rents. Grantor Borrower, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Indebtedness, does hereby absolutely and unconditionally assign to Beneficiarygrant, Grantor's bargain, sell, transfer, assign, convey, set over and deliver unto Bank all right, title and interest of Borrower in, to and under the Leases of the Property, whether now in existence or hereafter entered into, and all current guaranties, amendments, extensions and future renewals of said Leases and Rentsany of them, it being intended by Grantor that and all rents, income and profits which may now or hereafter be or become due or owing under the Leases, and any of them, or on account of the use of the Property. Borrower represents, warrants, covenants and agrees with Bank as follows: (a) The sole ownership of the entire lessor’s interest in the Leases is vested in Borrower, and Borrower has not, and shall not, perform any acts or execute any other instruments which might prevent Bank from fully exercising its rights with respect to the Leases under any of the terms, covenants and conditions of this assignment constitutes a present, absolute assignment Instrument. (b) The Leases are and shall be valid and enforceable in accordance with their terms and have not an assignment for additional security only. Such assignment to Beneficiary been and shall not be construed altered, modified, amended, terminated, canceled, renewed or surrendered except as approved in writing by Bank. The terms and conditions of the Leases have not been and shall not be waived in any manner whatsoever except as approved in writing by Bank. (c) Borrower shall not materially alter the term or the amount of rent payable under any Lease without prior written notice to bind Beneficiary Bank and Bank’s consent, which shall not be unreasonably withheld. (d) To the best of Borrower’s knowledge, there are no defaults now existing under any of the Leases and there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the Leases. (e) Borrower shall give prompt written notice to Bank of any notice received by Borrower claiming that a default has occurred under any of the Leases on the part of Borrower, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of lessor and any lessee under any of the leases. (g) Borrower will not permit any Lease to become subordinate to any lien other than the lien of this Instrument. (h) Borrower shall not permit or consent to the assignment by any tenant of its rights under its Lease without the prior written consent of Bank. Without limitation of the foregoing, Borrower shall not permit or consent to the filing of any encumbrance against the tenant’s interest under any Lease including, without limitation, any leasehold mortgage. This assignment is absolute, is effective immediately and is irrevocable by Borrower so long as the Indebtedness remains outstanding. Notwithstanding the foregoing, until a notice is sent to Borrower in writing that an Event of Default has occurred (which notice is hereafter called a “Notice”), Borrower may receive, collect and enjoy the rents, income and profits accruing from the Property. Upon the occurrence of an Event of Default hereunder, Bank may, at its option, after service of a Notice, receive and collect all such rents, income and profits from the Property as they become due. Bank shall thereafter continue to receive and collect all such rents, income and profits, as long as such default or defaults shall exist, and during the pendency of any foreclosure proceedings. Borrower hereby irrevocably appoints Bank its true and lawful attorney with power of substitution and with full power for Bank in its own name and capacity or in the name and capacity of Borrower, from and after service of a Notice, to demand, collect, receive and give complete acquittances for any and all rents, income and profits accruing from the Property, either in its own name or in the name of Borrower or otherwise, which Bank may deem necessary or desirable in order to collect and enforce the payment of the rents, income and profits of and from the Property. Lessees of the Property are hereby expressly authorized and directed, following receipt of a Notice from Bank, to pay any and all amounts due Borrower pursuant to the Leases to Bank or such nominee as Bank may designate in a writing delivered to and received by such lessees, and the lessees of the Property are expressly relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made. Upon the occurrence of any Event of Default, from and after service of a Notice, Bank is hereby vested with full power to use all measures, legal and equitable, deemed by it to be necessary or proper to enforce this Section 24 and to collect the rents, income and profits assigned hereunder, including the right of Bank or its designee, to enter upon the Property, or any part thereof, and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Borrower relating thereto, and Bank may exclude Borrower, its agents and servants, wholly therefrom. Borrower hereby grants full power and authority to Bank to exercise all rights, privileges and powers herein granted at any and all times after service of a Notice, with full power to use and apply all of the rents and other income herein assigned to the payment of the costs of managing and operating the Property and of any indebtedness or liability of Borrower to Bank, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing, rebuilding and restoring the improvements on the Property or of making the same rentable, reasonable attorneys’ fees incurred in connection with the enforcement of this Instrument, and of principal and interest payments due from Borrower to Bank on the Notes and this Instrument, all in such order as Bank may determine. Bank shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment set forth in this Section 24 shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Bank, nor shall it operate to make Bank liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases, or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, Property resulting in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageinjury or death to any lessee, the amount thereoflicensee, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldemployee or stranger.

Assignment of Leases and Rents. Grantor To further secure the Indebtedness Secured Hereby, Mortgagor does hereby absolutely sell, assign and unconditionally assign to Beneficiarytransfer unto Mortgagee all of the Leases, Grantor's rightand all of the Rents, title now due and interest in all current and future Leases and Rentswhich may hereafter become due under or by virtue of any Lease, whether written or verbal, or any agreement for the use or occupancy of the Premises, it being intended by Grantor that the intention of this Mortgage to establish an absolute present transfer and assignment constitutes a present, absolute assignment of all such Leases and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any agreements and all of the covenantsRents from the Premises unto Mortgagee and Mortgagor does hereby appoint irrevocably Mortgagee its true and lawful attorney in its name and stead, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the controlwhich appointment is coupled with an interest, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy apply the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject Rents from the Premises to the terms hereof costs and expenses of operation, management and collection, including, without limitation, attorneys’ fees, to the payment of the Relevant Documentsfees and expenses of any agent, receiver or statutory trustee so acting, to the payment of taxes, assessments, insurance premiums and expenditures for the management and upkeep of the Premises, to the performance of the landlord’s obligation under the Leases and to any Indebtedness Secured Hereby all in such order as Mortgagee may determine. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedMortgagee may, and Beneficiary shall immediately be entitled to possession of all Rentsat its option, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary maywithout notice, either in person or by agent, with or without taking possession of or entering the Premises, with or without bringing any action or proceeding, or by a receiver or statutory trustee to be appointed by a court, without the necessity of taking possession subject to and in accordance with applicable law and regulation, collect all of the Trust Property in its own namerents and enforce the payment thereof, and in addition to all of the rights of Mortgagor under the Leases and without limiting any all of Beneficiary's the rights and remedies of Mortgagee hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) may enter upon, take possession of of, manage and operate the Trust Property; (e) lease all Premises, or any part thereof; may cancel, enforce or modify the Leases, and fix or modify rents, and do any acts which Mortgagee deems proper to protect the security hereof with or without taking possession of the Trust Property; and/or (f) perform Premises, and may apply the same to the costs and expense of operation, management and collection, including, without limitation, attorneys’ fees, to the payment of the fees and expenses of any agent, receiver or statutory trustee so acting, to the payment of taxes, assessments, insurance premiums and all obligations expenditures for the management and upkeep of Grantor the Premises, to the performance of the landlord’s obligation under the Leases and exercise to any Indebtedness Secured Hereby all in such order as Mortgagee may determine. The entering upon and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in taking possession of the Trust PropertyPremises, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any collection of the Leases or otherwise. Grantor shallsuch rents, and hereby agrees to indemnify Beneficiary forthe application thereof as aforesaid, and to hold Beneficiary harmless from and againstshall not cure or waive any default or waive, modify or affect notice of default under this Mortgage or invalidate any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee act done pursuant to such notice nor in any way operate to prevent Mortgagee from pursing any remedy which it now or hereafter may have under the assignment terms or conditions of Rents and Leases contained herein, but excluding this Mortgage or the Note or any claim (a) to other instrument securing the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Propertysame. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.N:\PL\80714\80714-073\1257591.doc

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment This Deed constitutes a present, absolute absolute, unconditional and irrevocable assignment of all leases now or hereafter existing and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents now or hereafter accruing, and retainGrantor, use without limiting the generality of the Granting Clause hereof, specifically hereby presently, absolutely, unconditionally and enjoy irrevocably assigns, transfers and sets over all leases now or hereafter existing and all of the Rents now or hereafter accruing to Beneficiary, and hereby gives to and confers upon Beneficiary the right, power and authority to collect such Rents. Grantor irrevocably appoints Beneficiary its true and lawful attorney at the option of Beneficiary at any time to demand, receive and enforce payment, to give receipts, releases and satisfactions and to xxx, either in the name of Grantor or in the name of Beneficiary, for all such Rents and apply the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms indebtedness secured hereby. The aforesaid assignment shall be effective immediately upon the execution hereof and is not conditioned upon the occurrence of any Event of Default hereunder or any other contingency or event, provided, however, that Beneficiary hereby grants to Grantor the Relevant Documentsright and license to collect and receive the Rents as they become due, and not in advance (other than prepayments of rent not in excess of one month's rent, as permitted by Section 1.14), so long as no Event of Default exists hereunder. Upon an Immediately upon the occurrence of any such Event of Default, the license granted to Grantor herein shall immediately foregoing right and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall be automatically terminated and of no further force or effect. Nothing contained in this Section or elsewhere in this Deed, nor the exercise by Beneficiary of any of its rights or remedies under this Section or elsewhere in this Deed, shall be reinstated. In addition, during the continuation of an Event of Default, construed to make Beneficiary may, either a mortgagee in person or by agent, without bringing any action or proceedingpossession, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property otherwise responsible or liable in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim manner with respect to the Rents and Leases; (d) enter uponMortgaged Property or the use, take possession occupancy, enjoyment or operation of and operate the Trust Property; (e) lease all or any part portion thereof, unless and until Beneficiary actually takes possession of the Trust Mortgaged Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained , nor to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of obligate Beneficiary to take any action or incur any expense or discharge any duty or liability under or in respect of any leases or other agreements relating to the Mortgaged Property or any part thereof, nor shall appointment of a receiver and without need for the Mortgaged Property or any other authorization or other action part thereof by any court at the request of Beneficiary or Grantor. At Beneficiary's request, by agreement with Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in entering into possession of the Trust Property, to obligate Beneficiary to lease the Trust Mortgaged Property or attempt any part thereof by such receiver be deemed to do so, make Beneficiary a mortgagee-in-possession or to take otherwise responsible or liable in any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant manner with respect to the assignment Mortgaged Property or the use, occupancy, enjoyment or operation of Rents and Leases contained herein, but excluding all or any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount portion thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to Beneficiaryanyone other than Mortgagee. All Leases shall be subordinate to the lien of this Mortgage. Mortgagor will not enter into, Grantor's modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.07(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.07(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor Mortgaged Property or any other remedies act or security interests afforded omission by any other person. Mortgagor shall furnish to Beneficiary under the Relevant DocumentsMortgagee, at law or in equity shall cause Beneficiary to be deemed or construed to be within 30 days after a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt request by Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldrentals and/or other amounts payable thereunder.

Assignment of Leases and Rents. Grantor does (a) The Mortgagor hereby irrevocably, unconditionally and absolutely grants, transfers and unconditionally assign assigns to Beneficiary, Grantor's the Mortgagee all of its right, title and interest in and to all current Leases, together with any and future Leases all extensions and Rentsrenewals thereof for purposes of securing and discharging the Finance Obligations. The Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Lease or its respective Rents to anyone other than to the Mortgagee, other than in connection with the ABL Collateral Documents. (b) Following the occurrence and during the continuation of an Event of Default, without the Mortgagee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, the Mortgagor will not (i) enter into, modify in any material respect, amend in any material respect, terminate or consent to the cancellation or surrender of any Lease if such entrance, modification, amendment, termination or consent would, in the reasonable judgment of the Mortgagee, be adverse in any material respect to the Secured Parties, the value of the Encumbered Property or the liens and security interests created by this Mortgage or (ii) except for an assignment or subletting which is expressly permitted under the terms of the Lease, consent to an assignment of any tenant’s interest in any Lease or to a subletting thereof covering a material portion of the Encumbered Property, except, in each case, as may be permitted by this Mortgage or the other Finance Documents. (c) The Mortgagor has assigned and transferred to the Mortgagee all of the Mortgagor’s right, title and interest in and to the Rents now or hereafter arising, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 3.14(d) below, an absolute transfer and assignment of all Rents and all Leases to the Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment to Beneficiary the Mortgagee shall not be construed to bind Beneficiary the Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiarythe Mortgagee except that the Mortgagee shall be accountable for any Rents actually received pursuant to the aforesaid assignment. Beneficiary Notwithstanding the foregoing, the Mortgagor shall have the license and right, subject to automatic revocation as provided in Section 3.14(d) below, to operate and rent, lease or let all or any portion of the Encumbered Property and to collect all of the Rents. As provided in Section 3.14(d) below, the license granted by this Section 3.14(c) is subject to automatic revocation and thereafter the Mortgagee may, in the Mortgagor’s name and stead (with or without first taking possession of any of the Encumbered Property personally or by receiver as provided herein) operate the Encumbered Property and rent, lease or let all or any portion of any of the Encumbered Property to any party or parties at such rental and upon such terms as the Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of such Rents arising from or accruing at any time thereafter or that may thereafter become due. (d) As long as no Event of Default has occurred or is continuing, the license granted under Section 3.14(c) above shall be effective and the Mortgagee shall not exercise any of its rights under Section 3.14(c) above, and the Mortgagor shall receive and collect the Rents accruing under any Lease pursuant to the revocable license granted therein; but upon the occurrence and during the continuance of any Event of Default, the license granted under Section 3.14(c) above shall be deemed to be automatically revoked and shall terminate automatically without notice and the Mortgagee shall be entitled to all of the Rents without the necessity of the Mortgagee’s taking any action whatsoever, and the Rents shall thereupon be deemed to be cash collateral for all purposes, including without limitation for purposes of Section 363 of the Bankruptcy Code. Upon the occurrence and during the continuance of any Event of Default, the Mortgagee may receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Upon the occurrence and during any continuance of an Event of Default, the Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by the Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to the Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to the Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom the controlMortgagee or any officer, careagent, maintenance, management attorney or repair employee of the Trust Mortgagee shall have collected any Rents, shall be authorized to pay Rents to the Mortgagor only after such tenant or any of such tenant’s successors in interest shall have received written notice from the Mortgagee that the Event of Default is no longer continuing, which notice the Mortgagee shall be obligated to give if the Mortgagee determines in its reasonable discretion that such Event of Default is no longer continuing (or if ordered by a court or arbitrator with jurisdiction), unless and until a further notice of an Event of Default is given by the Mortgagee to such tenant or any of such tenant’s successors in interest. (e) The Mortgagee will not become a mortgagee in possession so long as it does not enter and take actual possession of the Encumbered Property. In addition, the Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenants, or others, for any dangerous or defective condition conditions of any of the Trust Encumbered Property, or for any negligence in the management, upkeep, repair or control of any of the Trust Encumbered Property or any other act or omission by any other person, except in the event the Mortgagee takes possession of the Encumbered Property. Grantor agrees , but only for occurrences or non-occurrences arising or accruing subsequent to execute such taking of possession of the Encumbered Property. (f) The Mortgagor shall furnish to the Mortgagee, within 30 days after a request by the Mortgagee to do so, a written statement containing the names of all tenants, subtenants and deliver to Beneficiary such additional instrumentsconcessionaires of the Premises or Improvements, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof space occupied and of the Relevant Documents. Upon rentals or license fees payable thereunder. (g) If an Event of Default, the license granted to Grantor herein shall immediately and automatically be revokedDefault occurs, and Beneficiary shall immediately be entitled if there is any applicable law requiring the Mortgagee to possession of all Rents, whether take actual or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking constructive possession of the Trust Property in its own namePremises (or some action equivalent thereto, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and such as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or securing the appointment of a receiver receiver) in order for the Mortgagee to “perfect” or “activate” its rights and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestremedies as set forth herein, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of Mortgagor hereby waives the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment benefits of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant laws to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the maximum extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldallowable.

Assignment of Leases and Rents. Grantor (a) As additional security for the indebtedness secured by this Mortgage, Xxxxxxxxx does hereby absolutely bargain, sell, assign, transfer and unconditionally assign to Beneficiary, Grantor's right, title and interest in set over unto Mortgagee all current and future Leases and Rentsall the rents, it being intended by Grantor that this assignment constitutes a presentfees, absolute assignment issues, profits, revenues, royalties and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the covenantsMortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary Mortgagor shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retaincollect, use and enjoy the same and otherwise exercise all rights of Grantor but not more than one (1) month in advance under any Lease, in each caseall Rents earned prior to default. This Mortgage constitutes an absolute, subject irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee Mortgagor's true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the terms hereof and occurrence of the Relevant Documents. Upon an any Event of Default, the license granted to Grantor herein shall immediately which appointment is coupled with an interest and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstatedis irrevocable. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person at its discretion, file any claim or by agent, without bringing take any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, collect and enforce the payment of Rents, including those past-due either in Mortgagee's name or Xxxxxxxxx's name or otherwise. Tenants are hereby expressly authorized and unpaid and other rights under the Leases, prosecute any action or proceedingdirected by Xxxxxxxxx to pay to Mortgagee all Rents upon Mortgagee's demand, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession such Tenants are hereby expressly relieved of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunderduty, with obligation or without the bringing liability in respect of any action Rents so paid to Mortgagee. (b) If, at any time after an Event of Default hereunder, in the sole discretion of Mortgagee, a receivership may be necessary to protect the Mortgaged Property or its Rents, whether before or after maturity of any Loan and whether before or at the time of or after the institution of suit to collect such indebtedness, or to enforce this Mortgage, Mortgagee, as a matter of strict right and regardless of the value of the Mortgaged Property or the amounts due hereunder or secured hereby, or of the solvency of any party bound for the payment of such indebtedness, shall have the right to the appointment of a receiver to take charge of, manage, preserve, protect, rent and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of operate the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Mortgaged Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected thereof, to make all necessary and needful repairs, and to pay all Impositions against the Mortgaged Property and all premiums for insurance thereon, and to do such other acts as may by such court be authorized and directed, and after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any expenses of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under receivership and the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession management of the Trust Mortgaged Property, to obligate Beneficiary to lease apply the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any net proceeds of such receivership in reduction of the Leases Obligations secured hereby or otherwisein such other manner as the said court shall direct notwithstanding the fact that the amount owing thereon may not then be due and payable or the said indebtedness is otherwise adequately secured. Grantor Such receivership shall, at the option of Mortgagee, continue until full payment of all sums hereby secured or until title to the Mortgaged Property shall have passed by sale under this Mortgage. (c) The reasonable costs and hereby agrees to indemnify Beneficiary for, expenses (including any receiver's fees and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or reasonable attorneys' fees) incurred by Beneficiary solely by reason of Beneficiary's status as an assignee Mortgagee pursuant to the assignment of Rents powers herein contained shall be reimbursed by Xxxxxxxxx to Mortgagee on demand as promptly as practicable, shall be secured hereby and Leases contained herein, but excluding any claim (a) shall bear interest from the date incurred at an annual rate equal to the extent caused highest Default Rate (as set forth in the Loan Agreement). Mortgagee shall not be liable to account to Mortgagor for any action taken pursuant hereto, other than to account for any Rents, fees, issues, revenues, profits or proceeds actually received by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldMortgagee.

Assignment of Leases and Rents. Grantor does hereby absolutely As additional security for the Liabilities, the Mortgagor, by executing and unconditionally assign to Beneficiarydelivering this Mortgage, Grantorabsolutely, unconditionally, irrevocably and immediately assigns, grants, conveys and sets over unto the Mortgagee all of the Mortgagor's right, title and interest in and to all current Leases and Rents. Copies of existing Leases and Lease amendments have been delivered to the Mortgagee. The Mortgagor will provide copies of any future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary Lease amendments to the Mortgagee. Subject to the license granted to the Mortgagor below, the Mortgagee shall have the complete right and authority, at any time from and after the occurrence of any default in the payment or performance of any of the covenantsLiabilities or the occurrence of any default under this Mortgage, conditions or provisions contained in to collect and receive the Rents. For this purpose, the Mortgagee is hereby given and granted the following rights, powers and authority: (a) the Mortgagee may send notices to any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account and all tenants of the Premises advising them of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect directing all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether the Mortgagee or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust PropertyMortgagee's agent; (b) settlethe Mortgagee may (i) enter upon and take possession of the Premises, compromise(ii) demand, releasecollect and receive from the tenants (or from any other persons liable therefor) all of the Rents, extend (iii) institute and carry on all legal proceedings necessary for the time protection of payment ofthe Premises, including such proceedings as may be necessary to recover possession of the Premises and collect the Rents, (iv) remove any tenant or other persons from the Premises, (v) enter upon the Premises to maintain the Premises and keep the same in repair, and make allowancespay the costs thereof and of all services of all employees, adjustments including their equipment, and discounts of any Rents or all continuing costs and expenses of maintaining the Premises in proper repair and condition and (vi) pay all taxes, assessments and water utilities and the premiums on fire and other obligations in, to and under insurance effected by the LeasesMortgagee on the Premises; (c) demandthe Mortgagee may do any and all things necessary or advisable to execute and comply with all applicable laws, xxx for or otherwise collectrules, receiveorders, ordinances and enforce payment requirements of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leasesall governmental agencies; (d) enter upon, take possession of and operate the Trust Property; Mortgagee may (ei) rent or lease all the whole or any part of the Trust PropertyPremises for such term or terms and on such conditions as the Mortgagee may deem appropriate, (ii) modify, terminate or accept the surrender of any Leases and/or (iii) waive, release, discharge or compromise any Rents or any obligations of any of the tenants under any Leases; and/or (e) the Mortgagee may make any payment, including necessary costs, expenses and reasonable attorneys' fees and court costs, or perform any action, required of the Mortgagor under any Lease, without releasing the Mortgagor from the obligation to do so and without notice to or demand on the Mortgagor; (f) perform the Mortgagee may engage such agent or agents as the Mortgagee may deem appropriate, either in the Mortgagee's name or in the Mortgagor's name, to rent and manage the Premises, including the collection and application of the Rents; and (g) the Mortgagee may do all such other things and acts with respect to the Premises, the Leases and the Rents as the Mortgagee may deem appropriate and may act exclusively and solely in the place and stead of the Mortgagor. The Mortgagee has all of the powers of the Mortgagor for the purposes stated above. The Mortgagee shall not be required to do any of the foregoing acts or things and all obligations the fact that the Mortgagee shall have performed one or more of Grantor the foregoing acts or things shall not require the Mortgagee to do any other specific act or thing. The foregoing rights and remedies of the Mortgagee are in addition to and not in limitation of the rights and remedies of the Mortgagee at law, in equity, under this Mortgage or under any of the other Related Documents. The exercise by the Mortgagee of any of the foregoing rights and remedies shall not constitute a cure or waiver of any default in the payment or performance of any of the Liabilities or of any default under this Mortgage. Any Rents received by the Mortgagee shall be applied against the Liabilities in such order or manner as the Mortgagee shall elect in its sole discretion. The Mortgagor hereby irrevocably authorizes and directs the tenants under the Leases and exercise any and all rights of Grantor therein contained to pay the Rents to the full extent Mortgagee upon written demand by the Mortgagee, without further consent of Grantor's rights the Mortgagor. The tenants may rely upon any written statement delivered by the Mortgagee to the tenants. Any such payment to the Mortgagee shall constitute payment to the Mortgagor under the Leases. The provisions of this paragraph are intended solely for the benefit of the tenants and obligations thereundershall never inure to the benefit of the Mortgagor or any person claiming through or under the Mortgagor, with other than a tenant who has not received such notice. This assignment is not contingent upon any notice or without demand by the bringing Mortgagee to the tenants. This assignment shall not, prior to entry upon and taking possession of the Premises by the Mortgagee, be deemed to constitute the Mortgagee a "mortgagee in possession", nor obligate the Mortgagee to: (a) appear in or defend any proceedings relating to any of the Leases, the Rents or to the Premises; (b) take any action hereunder; (c) expend any money, incur any expense or perform any obligation or liability under the Leases; or (d) assume any obligation for any deposits delivered to the Mortgagor by any tenant and not delivered to the Mortgagee. The Mortgagor consents to the appointment of a receiver and for the Premises, without need for notice, if this is believed necessary or desirable by the Mortgagee. The Rents constitute cash collateral as defined under federal bankruptcy law. This assignment shall continue to be operative during any other authorization foreclosure or other action by Beneficiary or Grantorproceeding taken to enforce this Mortgage and during any redemption period. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of Until the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment occurrence of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property default in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement or performance of any of the remedies Liabilities or the occurrence of a default under this Section 8 nor Mortgage or under any loan papers related to the Liabilities the Mortgagor shall have a license, subject to the other remedies covenants of the Mortgagor set forth in this assignment, to (a) remain in possession and control of the Premises, (b) operate and manage the Premises and (c) collect the Rents; provided that the granting of such license shall not constitute the Mortgagee's consent to the use of cash collateral in any bankruptcy proceedings. The foregoing license shall automatically and immediately terminate, without notice to the Mortgagor, upon the occurrence of any default in the payment or security interests afforded performance of any of the Liabilities or upon the occurrence of any default under this Mortgage or under any loan papers related to Beneficiary the Liabilities. Thereafter, the Mortgagor shall promptly pay or otherwise deliver to the Mortgagee all Rents that the Mortgagor may receive, and the Mortgagor shall hold such Rents in trust for the benefit of the Mortgagee until so paid or delivered to the Mortgagee. The Mortgagor covenants, represents and warrants to the Mortgagee that the following statements are true and will remain true until the Mortgage is terminated and the Liabilities are paid in full: (i) The Mortgagor will fulfill and perform its obligations under all the Relevant DocumentsLeases and give the Mortgagee prompt notice of any default in the performance of the terms and conditions of the Leases by either the Mortgagor or the tenant, together with copies of notices sent or received by the Mortgagor in connection with any Lease; (ii) Without the prior written consent of the Mortgagee, the Mortgagor shall not in any way (a) enter into any new Lease, (b) amend, modify, assign its interest under, cancel or terminate any Lease, (c) accept a surrender of any Lease, (d) accept any payment of Rent under any Lease more than thirty (30) days in advance or (e) waive, release, discharge or compromise any Rent or any of the tenant's obligations under any Lease, except that the Mortgagor may increase Lease rentals without the Mortgagee's consent; (iii) The Mortgagor will appear and defend or prosecute any action growing out of any Lease at law the Mortgagor's cost and expense; (iv) The Mortgagee may, but shall not be required to, make any payment including necessary costs, expenses and reasonable attorneys' fees and court costs, or perform any action required of the Mortgagor under any Lease, without releasing the Mortgagor from the obligation to do so and without notice to or demand on the Mortgagor. The Mortgagor will, immediately upon demand, reimburse the Mortgagee for all such costs, expenses and fees, together with interest at the highest rate permitted by any instrument evidencing any of the Liabilities, all of which shall be added to the Liabilities; (v) The Mortgagor has not previously assigned any of its rights under any Lease. The Mortgagor has not accepted Rent more than thirty (30) days in equity shall cause Beneficiary to be deemed advance of accrual. There is no present default under any Lease by either the Mortgagor or construed to be a Beneficiary any tenant. All existing Leases are in full force and effect and unmodified. To the best of the Mortgagor's knowledge, no person or entity is in possession of the Trust PropertyPremises, except pursuant to obligate Beneficiary a valid and fully executed Lease that has been assigned to lease the Trust Property or attempt Mortgagee pursuant to do sothis assignment. The Mortgagor owns the Leases, or is entitled to take any action, incur any expense, or receive the Rents and has authority to assign the Leases and the Rents to the Mortgagee as set forth in this assignment. The Mortgagor will enforce the tenant's obligations under their respective Leases; (vi) The Mortgagee shall not be obligated by this assignment to perform or discharge any obligation, duty or liability whatsoever obligation under any Lease; and (vii) The Mortgagor covenants not to execute any other assignment of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, the Rents as security for any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to debt without the prior written approval consent of Beneficiary, such approval not to be unreasonably withheldthe Mortgagee.

Assignment of Leases and Rents. Grantor Borrower, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Indebtedness, does hereby absolutely and unconditionally assign to Beneficiarygrant, Grantor's bargain, sell, transfer, assign, convey, set over and deliver unto Bank all right, title and interest of Borrower in, to and under the Leases of the Property, whether now in existence or hereafter entered into, and all current guaranties, amendments, extensions and future renewals of said Leases and Rentsany of them, it being intended by Grantor that and all rents, income and profits which may now or hereafter be or become due or owing under the Leases, and any of them, or on account of the use of the Property. Borrower represents, warrants, covenants and agrees with Bank as follows: (a) The sole ownership of the entire lessor's interest in the Leases is vested in Borrower, and Borrower has not, and shall not, perform any acts or execute any other instruments which might prevent Bank from fully exercising its rights with respect to the Leases under any of the terms, covenants and conditions of this assignment constitutes a present, absolute assignment Instrument. (b) The Leases are and shall be valid and enforceable in accordance with their terms and have not an assignment for additional security only. Such assignment to Beneficiary been and shall not be construed altered, modified, amended, terminated, canceled, renewed or surrendered except as approved in writing by Bank. The terms and conditions of the Leases have not been and shall not be waived in any manner whatsoever except as approved in writing by Bank. (c) Borrower shall not materially alter the term or the amount of rent payable under any Lease without prior written notice to bind Beneficiary Bank and Bank's consent, which shall not be unreasonably withheld. (d) To the best of Borrower's knowledge, there are no defaults now existing under any of the Leases and there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the Leases. (e) Borrower shall give prompt written notice to Bank of any notice received by Borrower claiming that a default has occurred under any of the Leases on the part of Borrower, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of lessor and any lessee under any of the leases. (g) Borrower will not permit any Lease to become subordinate to any lien other than the lien of this Instrument. (h) Borrower shall not permit or consent to the assignment by any tenant of its rights under its Lease without the prior written consent of Bank. Without limitation of the foregoing, Borrower shall not permit or consent to the filing of any encumbrance against the tenant's interest under any Lease including, without limitation, any leasehold mortgage. This assignment is absolute, is effective immediately, and is irrevocable by Borrower so long as the Indebtedness remains outstanding. Notwithstanding the foregoing, until a Notice is sent to Borrower in writing that an Event of Default has occurred (which notice is hereafter called a "Notice"), Borrower may receive, collect and enjoy the rents, income and profits accruing from the Property. Upon the occurrence of an Event of Default hereunder, Bank may, at its option, after service of a Notice, receive and collect all such rents, income and profits from the Property as they become due. Bank shall thereafter continue to receive and collect all such rents, income and profits, as long as such default or defaults shall exist, and during the pendency of any foreclosure proceedings. Borrower hereby irrevocably appoints Bank its true and lawful attorney with power of substitution and with full power for Bank in its own name and capacity or in the name and capacity of Borrower, from and after service of a Notice, to demand, collect, receive and give complete acquittances for any and all rents, income and profits accruing from the Property, either in its own name or in the name of Borrower or otherwise, which Bank may deem necessary or desirable in order to collect and enforce the payment of the rents, income and profits of and from the Property. Lessees of the Property are hereby expressly authorized and directed, following receipt of a Notice from Bank, to pay any and all amounts due Borrower pursuant to the Leases to Bank or such nominee as Bank may designate in a writing delivered to and received by such lessees, and the lessees of the Property are expressly relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made. Upon the occurrence of any Event of Default, from and after service of a Notice, Bank is hereby vested with full power to use all measures, legal and equitable, deemed by it to be necessary or proper to enforce this Section 24 and to collect the rents, income and profits assigned hereunder, including the right of Bank or its designee, to enter upon the Property, or any part thereof, and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Borrower relating thereto, and Bank may exclude Borrower, its agents and servants, wholly therefrom. Borrower hereby grants full power and authority to Bank to exercise all rights, privileges and powers herein granted at any and all times after service of a Notice, with full power to use and apply all of the rents and other income herein assigned to the payment of the costs of managing and operating the Property and of any indebtedness or liability of Borrower to Bank, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing, rebuilding and restoring the improvements on the Property or of making the same rentable, reasonable attorneys' fees incurred in connection with the enforcement of this Instrument, and of principal and interest payments due from Borrower to Bank on the Note and this Instrument, all in such order as Bank may determine. Bank shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment set forth in this Section 24 shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Bank, nor shall it operate to make Bank liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases, or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, Property resulting in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageinjury or death to any lessee, the amount thereoflicensee, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldemployee or stranger.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future 8.1 Assignment of Leases and Rents. Assignment of Leases and Rents. Pursuant to Section 697.07, it being intended by Grantor that this assignment constitutes a presentFlorida Statutes, absolute assignment as further security for the Secured Obligations, Mortgagor hereby unconditionally and not an assignment absolutely grants, transfers and assigns unto Mortgagee all rents, royalties, issues, profits and income ("Rents") now or hereafter due or payable for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any occupancy or use of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous and all Leases, whether written or defective condition of oral, with all security therefor, including all guaranties thereof, now or hereafter affecting the Trust Property; reserving unto Mortgagor, or for any negligence in the managementhowever, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the and retain such Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject prior to the terms hereof occurrence of any Event of Default (and Mortgagee shall not revoke such license prior to the occurrence of the Relevant Documents. Upon an any Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the ). Such license shall automatically be reinstated. In addition, during revocable by Mortgagee without notice to Mortgagor at any time after the continuation occurrence of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without . Mortgagor represents that the necessity of taking possession of the Trust Property in its own name, Rents and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have not been assigned to Beneficiary heretofore sold, assigned, transferred or set over by any instrument now in force and that all Rents are to be paid directly to Beneficiary, whether or will not Beneficiary has commenced or completed foreclosure or taken possession of at any time during the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy life of this assignment be sold, assigned, transferred or set over by Mortgagor or by any person or persons whomsoever; and Mortgagor has good right to each tenant under a Lease sell, assign, transfer and set over the same and to each manager grant to and managing agent or operator of confer upon Mortgagee the Trust Property. Grantor irrevocably directs any tenantrights, managerinterest, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 powers and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby authorities herein granted and assigned by Grantor the right, conferred. Failure of Mortgagee at its option, upon revocation of the license granted herein, any time or from time to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver time to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to enforce the assignment of Rents and Leases contained hereinunder this Section shall not in any manner prevent its subsequent enforcement, and Mortgagee is not obligated to collect anything hereunder, but excluding any claim (a) to is accountable only for sums actually collected. The assignment contained in this Section 8.1 is a collateral assignment but will become absolute upon the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession occurrence of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees an Event of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldDefault.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby absolutely and unconditionally assign assigns to Beneficiary, Grantor's Mortgagee all of Mortgagee’s right, title and interest in and to all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment Rents as further security for the payment of and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of the Obligations, and Mortgagor grants to Mortgagee the right to enter the Mortgaged Property for the purpose of collecting the same and to let the Mortgaged Property or any of part thereof, and to apply the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility Rents on account of this the Obligations. The foregoing assignment and grant is present and absolute and shall continue in effect until the Obligations are fully paid and performed, but Mortgagee hereby waives the right to enter the Mortgaged Property for the control, care, maintenance, management or repair purpose of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of collecting the Rents and retainMortgagor shall be entitled to collect, receive, use and enjoy retain the same Rents until the occurrence and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation continuance of an Event of Default, Beneficiary may, either in person or Default under this Mortgage for which notice has been given by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity Mortgagee; such right of taking possession of the Trust Property in its own name, and in addition Mortgagor to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, use and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to retain the Rents may be revoked by Mortgagee upon the occurrence and Leases; (d) enter upon, take possession of and operate during the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing continuance of any action or Event of Default under this Mortgage for which notice has been given by Mortgagee by giving not less than five (5) days’ written notice of such revocation to Mortgagor; in the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's requestevent such notice is given, Grantor Mortgagor shall deliver a copy of this assignment pay over to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agentMortgagee, or operator of the Property, without to any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-receiver appointed receiver to collect the Rents. Any Rents collected after , any lease security deposits, and shall pay monthly in advance to Mortgagee, or to any such receiver, the revocation fair and reasonable rental value as determined by Mortgagee for the use and occupancy of such part of the license shall Mortgaged Property as may be applied towards in the possession of Mortgagor or any affiliate of Mortgagor, and upon default in any such payment of Mortgagor and any such affiliate will vacate and surrender the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust PropertyMortgaged Property to Mortgagee or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Mortgagor shall not accept prepayments of installments of Rent to obligate Beneficiary become due for a period of more than one month in advance (except for security deposits and estimated payments of percentage rent, if any). Mortgagor represents and warrants to lease the Trust Property or attempt to do soMortgagee that: (i) Mortgagor has not affirmatively done any act which would prevent Mortgagee from, or to take any actionlimit Mortgagee in, incur any expense, or perform or discharge any obligation, duty or liability whatsoever acting under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession provisions of the Trust Property. Should Beneficiary incur foregoing assignment. (ii) Except for any such claimmatter disclosed in the Guaranty Documents, liabilityno action has been brought or, expenseso far as is known to Mortgagor, loss or damageis threatened, which would interfere in any way with the amount thereof, including right of Mortgagor to execute the foregoing assignment and perform all actual expenses of Mortgagor’s obligations contained in this Section and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to in the prior written approval of Beneficiary, such approval not to be unreasonably withheldLeases.

Assignment of Leases and Rents. Grantor Borrower, for good and valuable consideration, the receipt of which is hereby acknowledged, to secure the Indebtedness, does hereby absolutely and unconditionally assign to Beneficiarygrant, Grantor's bargain, sell, transfer, assign, convey, set over and deliver unto Mortgagee all right, title and interest of Borrower in, to and under the Leases of the Property, whether now in existence or hereafter entered into, and all current guaranties, amendments, extensions and future renewals of said Leases and Rentsany of them, it being intended and all Rents which may now or hereafter be or become due or owing under the Leases, and any of them, or on account of the use of the Property. Borrower represents, warrants, covenants and agrees with Mortgagee as follows: (a) The sole ownership of the entire lessor’s interest in the Leases is vested in Borrower, and Borrower has not, and shall not, perform any acts or execute any other instruments which might prevent Mortgagee from fully exercising its rights with respect to the Leases under any of the terms, covenants and conditions of this Instrument. (b) The Leases are and shall be valid and enforceable in accordance with their terms and have not been and shall not be altered, modified, amended, terminated, canceled, renewed or surrendered except as approved in writing by Grantor Mortgagee, which approval shall not be unreasonably withheld. The terms and conditions of the Leases have not been and shall not be waived in any manner whatsoever except as approved in writing by Mortgagee, which approval shall not be unreasonably withheld. (c) Borrower shall not decrease the term or the amount of rent payable under any Lease without prior written notice to Mortgagee and Mortgagee’s consent. (d) There are no defaults now existing under any of the Leases and, to the best of Borrower’s knowledge, there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the Leases. (e) Borrower shall give prompt written notice to Mortgagee of any notice received by Borrower claiming that a default has occurred under any of the Leases on the part of Borrower, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of lessor and any lessee under any of the Leases. (g) Borrower will not permit any Lease to become subordinate to any lien other than the lien of this Instrument. The assignment constitutes a presentmade hereunder is an absolute, absolute present assignment from Borrower to Mortgagee, effective immediately, and is not merely an assignment for additional security onlypurposes but is irrevocable by Borrower so long as the Indebtedness remains outstanding. Notwithstanding the foregoing, until a notice is sent to the Borrower in writing that an Event of Default (as defined below) has occurred under the terms and conditions of the Note or any instrument constituting security for the Note (which notice is hereafter called a “Notice”), Borrower is granted a license to receive, collect and enjoy the Rents accruing from the Property. If an Event of Default shall occur, Mortgagee may, at its option, after service of a Notice, receive and collect all such Rents as they become due, from the Property. Mortgagee shall thereafter continue to receive and collect all such Rents, until Mortgagee shall otherwise agree in writing. All sums received by Borrower after service of such Notice shall be deemed received in trust and shall be immediately turned over to Mortgagee. Borrower hereby irrevocably appoints Mortgagee its true and lawful attorney-in-fact with power of substitution and with full power for Mortgagee in its own name and capacity or in the name and capacity of Borrower, from and after service of Notice, to demand, collect, receive and give complete acquittances for any and all Rents accruing from the Property, either in its own name or in the name of Borrower or otherwise, which Mortgagee may deem necessary or desirable in order to collect and enforce the payment of the Rents and to demand, correct, receive, endorse, and deposit all checks, drafts, money orders or notes given in payment of such Rents. Such assignment to Beneficiary appointment is coupled with an interest and is irrevocable. Mortgagee shall not be liable for or prejudiced by any loss of any note, checks, drafts, etc., unless such loss shall have been found by a court of competent jurisdiction to have been due to the gross negligence or willful misconduct of Mortgagee. Mortgagee shall apply the Rents received from Borrower’s lessees, to accrued interest and principal under the Note. If no Event of Default remains uncured, amounts received in excess of the aggregate monthly payment due under the Note shall be remitted to Borrower in a timely manner. Nothing contained herein shall be construed to bind Beneficiary constitute Mortgagee as a mortgagee-in-possession in absence of its physically taking possession of the Property. Borrower also hereby irrevocably appoints Mortgagee as its true and lawful attorney-in-fact to appear in any state or federal bankruptcy, insolvency, or reorganization proceeding in any state or federal court involving any of the tenants of the Leases. Lessees of the Property are hereby expressly authorized and directed, from and after service of a Notice to pay any and all amounts due Borrower pursuant to the Leases to Mortgagee or such nominee as Mortgagee may designate in writing delivered to and received by such lessees who are expressly relieved of any and all duty, liability or obligation to Borrower in respect of all payments so made. If an Event of Default shall occur, Mortgagee is hereby vested with full power from and after service of a Notice to use all measures, legal and equitable, deemed by it necessary or proper to enforce the assignment granted hereunder and to collect the Rents assigned hereunder, including the right of Mortgagee or its designee, to enter upon the Property, or any part thereof, and take possession of all or any part of the Property together with all personal property, fixtures, documents, books, records, papers and accounts of Borrower relating thereto, and may exclude the Borrower, its agents and servants, wholly therefrom. Borrower hereby grants full power and authority to Mortgagee to exercise all rights, privileges and powers herein granted at any and all times after service of a Notice, with full power to use and apply all of the Rents and other income herein assigned to the payment of the costs of managing and operating the Property and of any indebtedness or liability of Borrower to Mortgagee, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing, rebuilding and restoring the Improvements on the Premises or of making the same rentable, reasonable attorneys’ fees incurred in connection with the enforcement of the assignment granted hereunder, and of principal and interest payments due from Borrower to Mortgagee on the Note and this Instrument, all in such order as Mortgagee may determine. Mortgagee shall be under no obligation to exercise or prosecute any of the rights or claims assigned to it hereunder or to perform or carry out any of the obligations of the lessor under any of the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Borrower in the Leases. It is further understood that the assignment granted hereunder shall not operate to place responsibility for the control, care, management or repair of the Property, or parts thereof, upon Mortgagee, nor shall it operate to make Mortgagee liable for the performance of any of the covenants, terms and conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust PropertyLeases, or for any waste of the Property by any lessee under any of the Leases or any other person, or for any dangerous or defective condition of the Trust Property, Property or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees Property resulting in loss or injury or death to execute and deliver any lessee, licensee, employee or stranger, unless the same shall have been found by a court of competent jurisdiction to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject have been due to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession misconduct of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldMortgagee.

Assignment of Leases and Rents. Grantor does To the extent that Mortgagor has any right or interest in the same, all the existing and future rents, revenues, royalties, issues, income and profits of the Mortgaged Property that arise from its use or occupancy, including, without limitation, security deposits and advance rentals (herein together called the "Rents") and all leases, subleases or management, leasing or occupancy agreements pertaining to the Land or the Improvements (herein together called the "Leases") are hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary presently assigned to the performance Lender. The Mortgagor will not execute any Leases without first having received the prior written approval from the Lender of the form and content of the same. Without limiting the foregoing, any managing, leasing or similar fee shall be subordinated to the lien of this Mortgage. Without the prior written consent of the Lender, the Mortgagor will not accept prepayments of rent exceeding one month under any of the covenantsLeases, conditions nor modify or provisions contained amend any of the Leases, nor in any such Lease or otherwise impose any obligation upon Beneficiarymanner impair the Mortgagor's interest in the Rents. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair The Mortgagor will perform all covenants of the Trust Propertylessor under the Leases. Simultaneously with the execution hereof, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to Mortgagor will execute and deliver to Beneficiary such additional instruments, the Lender for recordation an assignment of leases in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject acceptable to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, Lender. (a) notify any lessee or other person If required by the Lender, the Leases must provide, in a manner approved by the Lender, that the Leases have been assigned are junior and subordinate to Beneficiary the lien of this Mortgage, and that all Rents are the tenant will recognize as its lessor any person succeeding to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession the interest of the Trust Property; Mortgagor upon any foreclosure of this Mortgage. (b) settle, compromise, release, extend Nothing herein shall render the time of payment of, and make allowances, adjustments and discounts of Lender liable under any Rents existing or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the future Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part regardless of the Trust Property; and/or (f) perform any and all obligations collection of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations rents thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies covenants or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession agreements of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever Mortgagor under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLeases.

Assignment of Leases and Rents. Grantor does The Mortgagor hereby absolutely ------------------------------ assigns to the Mortgagee all Leases, rents, issues and unconditionally assign profits (collectively the "Rents") relating to Beneficiaryor arising out of or from the Mortgaged Property as further ----- security for the payment of the Secured Indebtedness secured hereby, Grantor's rightand the Mortgagor grants to the Mortgagee the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents and to let the Mortgaged Property or any part thereof, title and interest in to apply the Rents after payment of all current necessary charges and future expenses, on account of the Secured Indebtedness. The assignments of the Leases and Rents, it being intended by Grantor that this assignment constitutes a Rents are and shall be present, absolute assignment and irrevocable assignments and not an assignment for additional merely the passing of a security only. Such assignment to Beneficiary interest and such assignments shall not be construed to bind Beneficiary to the performance of any continue in effect until all of the covenants, conditions Secured Indebtedness is paid in full and all the Obligations have been fully repaid and this Mortgage discharged of record or provisions contained until this Mortgage is otherwise released in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to accordance with the terms of this paragraphthe Credit Agreement; provided however, Beneficiary for so long as no Event of Default exists, the Mortgagee hereby waives the right to enter upon and to take possession of the Mortgaged Property for the purpose of collecting the Rents and further grants to Grantor Mortgagor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant DocumentsRents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the Said license shall terminate and be revoked automatically be reinstated. In addition, during upon the continuation occurrence of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court. Mortgagor shall not, without the necessity of taking possession written consent of the Trust Mortgagee (i) receive or collect rent from any tenant of the Mortgaged Property or any part thereof for a period of more than one month in its own nameadvance of the date said rent is due per the terms of the applicable lease (excluding any security deposits as provided in leases expressly approved by the Mortgagee or otherwise permitted by the Credit Agreement); and (ii) except as expressly permitted by the Credit Agreement, and in addition assign or attempt to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that assign the Leases have been assigned or the Rents to Beneficiary and that all any Person other than Mortgagee. Upon the occurrence of any Event of Default, Mortgagor shall pay the Rents are or cause the Rents to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, xxx for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do soMortgagee, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of receiver appointed to receive the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldRents.