Common use of Assignment of Leases Clause in Contracts

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor(a) Tenant acknowledges that Landlord’s right, title title, and interest, now existing or hereafter arising, in and interest as Landlord under the Lease is assigned to Mortgagee pursuant to the Leases provisions of the Assignment and Rents. Notwithstanding that this assignment is effective immediatelypursuant to the provisions of the Assignment, so long as no Event of Default exists, Mortgagor shall have rent under the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund Lease continues to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first paid to Landlord in accordance with the operation, maintenance and repair provisions of the Property Lease unless and the payment until Tenant is otherwise notified in writing by Mortgagee. From and after Tenant's receipt of interestwritten notice from Mortgagee (a Rent Payment Notice), principal Tenant must pay all rent to Mortgagee, or as Mortgagee directs in writing, until such time as Mortgagee directs otherwise in writing. Tenant must comply with any Rent Payment Notice notwithstanding any contrary instruction, direction, or assertion from Landlord. Neither Mortgagee's delivery to Tenant of a Rent Payment Notice nor Tenant's compliance with a Rent Payment Notice is to be deemed to (i) cause Mortgagee to succeed to or to assume any obligations and other sums becoming due responsibilities as Landlord under the LiabilitiesLease, 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its which continue to be performed and discharged solely by Landlord, unless and until any attornment occurs pursuant to this Agreement; or (ii) relieve Landlord of any obligations under the LeasesLease. Mortgagor represents and warrants that: (a) Mortgagor has title Landlord irrevocably directs Tenant to and full right comply with any Rent Payment Notice, notwithstanding any contrary direction, instruction, or assertion by Landlord. Tenant is entitled to assign presently, absolutely and unconditionally the Leases and Rents; rely on any Rent Payment Notice. (b) Tenant is under no other assignment of duty to controvert or challenge any interest in any Rent Payment Notice. Tenant's compliance with a Rent Payment Notice must not be deemed to violate the Lease. Landlord releases Tenant from, and must indemnify and hold Tenant harmless, under the direction of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion Attorney General of the Property now Commonwealth of Massachusetts in effect except the Leasesaccordance with X. X. x. 12, true § 3, from and complete copies of which have been furnished to Mortgageeagainst any and all losses, claims, damages, liabilities, costs, and no written expenses (including by way of example and not limitation, payment of reasonable attorneys’ fees and disbursements) arising from any claim based upon Tenant's compliance with any Rent Payment Notice. Landlord must look solely to Mortgagee with respect to any claims Landlord may have on account of an incorrect or oral modifications have been made thereto; (d) there wrongful Rent Payment Notice. Tenant is no existing default by Mortgagor entitled to full credit under the Lease for any rent or by any tenant under any of the Leases, nor has any event occurred which due other sums paid to Mortgagee pursuant to a Rent Payment Notice to the passage of time, the giving same extent as if such rent or failure other sums are paid directly to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedLandlord.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) Subject to paragraph 5.07(d) below, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Section) shall have the privilege under a revocable license granted hereby absolute, immediate and continuing right to operate collect and manage receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property and to collect, as they become due, but not prior to accrualProperty. At the request of the Mortgagee or such Receiver, the Rents. Mortgagor shall receive promptly execute, acknowledge, deliver, record, register and hold file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Rents Receiver may require from time to time (all in trust as a fund to be applied, form and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first substance satisfactory to the operationMortgagee or such Receiver) to effectuate, maintenance and repair complete, perfect, continue or preserve the assignments of the Property Leases and the payment Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of interest, principal the rights and remedies hereunder nor any other sums becoming due under action on 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 Mortgagee or any other action by Mortgagee, terminate upon Person exercising the occurrence rights of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, hereunder shall be construed as imposing on to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the lessor Mortgagor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title or with respect to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any interest in any of the Leases or Rents has been made; (c) there are no leases for any Rent, Security Deposit or agreements other amount delivered to lease all the Mortgagor, provided that the Mortgagee or any portion such Person exercising the rights of the Property now Mortgagee hereunder shall be accountable as provided in effect except Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the LeasesMortgagee or such Person, true as the case may be. Neither the acceptance hereof nor the exercise of the rights and complete copies remedies hereunder nor any other action on the part of which have been furnished the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to Mortgageeobligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and no written takes possession of the Property), or oral modifications have been made thereto; (d) there is no existing default by Mortgagor to be liable in any way for any injury or damage to person or property sustained by any tenant under any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Leases, nor has Mortgagee or any event occurred which due to Person exercising the passage of time, the giving or failure to give notice, or both, would constitute a default under any rights of the Leases and, to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedMortgagee hereunder.

Assignment of Leases. 4.1. Mortgagor hereby absolutelyTenant acknowledges that it has been advised that Lxxxxxxx has assigned the Lease and the rents thereunder to Agent, presently and unconditionally conveysfor the benefit of the Lenders, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and pursuant to the Leases and RentsSecurity Instrument. Notwithstanding Tenant acknowledges that this assignment the interest of the Landlord under the Lease is effective immediatelyto be assigned to Agent solely as security for the purposes specified in the Security Instrument, so long as no Event and, on account of Default existsthe Security Instrument, Mortgagor Agent shall have no duty, liability or obligation whatsoever under the privilege Lease or any extension or renewal thereof, either by virtue of the Security Instrument or by any subsequent receipt or collection of rents thereunder, unless Agent shall specifically undertake such liability in writing. The foregoing agreement by Tenant shall not adversely affect any rights of Tenant under a revocable license granted hereby the Lease with respect to operate and manage the Property and Landlord in the event of nonperformance by Landlord, subject to collectthe terms of this Agreement. Tenant agrees that if Agent, as they become due, but not prior pursuant to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliedSecurity Instrument, and Mortgagor hereby covenants whether or not it becomes a mortgagee in possession, shall give written notice to Tenant that Agent has elected to require Tenant to pay to Agent the rent and other charges payable by Tenant under the Lease, Tenant shall (without any duty to inquire as to the enforceability or validity of Agent’s notice) until Agent shall have canceled such election in writing, thereafter pay to Agent all rent and other sums payable under the Lease and such payments to Agent shall be treated as payments made under the Lease. Any such payment shall be made notwithstanding any right of setoff, defense or counterclaim which Tenant may have against Landlord, or any right to terminate the Lease. Lxxxxxxx authorizes and directs Tenant to immediately and continuously make all such payments at the direction of Agent, releases Tenant of any and all liability to Landlord for any and all payments so made, and agrees that such Rents payments actually made by Tenant to Agent shall be so applied, first to credited towards the operation, maintenance and repair of the Property and the payment of interest, principal and other sums becoming amounts 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the LeasesLease. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1Upon the occurrence of an Event of Default hereunder, then the assignment of Rents and Profits granted in this Mortgage shall automatically become absolute as provided in La. R.S. 9:4401, and Lender, without in any way waiving such default, at its option, upon notice and without regard to the adequacy of the security for the secured indebtedness or to whether it has exercised any of its other rights or remedies hereunder, shall have the right to directly collect and receive all rents and any other proceeds and/or payments arising under or in any way accruing under the leases assigned herein, as such amounts become due and payable and to apply the same to the secured indebtedness as provided herein. Nothing herein shall be construed to limit the exercise of any remedies otherwise granted to Lender in this instrument. Mortgagor hereby absolutelyunconditionally agrees to deliver to Lender, presently immediately following demand, any and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s rightrecords, title ledger sheets, and interest, now existing or hereafter arisingother documentation, in and the form requested by Lender, with regard to the Leases and Rentsthe Rents and any and all proceeds and/or payments applicable thereto. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Lender shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collectfurther right, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default, where appropriate and within Lender’s sole discretion, to file suit, either in Mortgagor’s own name or in the name of Lender, to collect any and all Rents subsequently collected or received by Mortgagor shall and other proceeds and payments that may then and/or in the future be held in trust by Mortgagor for the sole due and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed owing under and/or as imposing on Mortgagee any a result of the obligations Leases assigned herein. Where it is necessary for Lender to attempt to collect any such Rents and other proceeds and/or payments from the obligors therefor, Lender may compromise, settle, extend, or renew for any period (whether or not longer than the original period) any obligation or indebtedness thereunder or evidenced thereby, or surrender, release, or exchange all or any part of said obligation or indebtedness, without affecting the lessor liability of Lender under this Mortgage or under the Leases. 4.2Debt. To that end, Mortgagor hereby irrevocably constitutes and appoints Lender as its attorney-in-fact, coupled with an interest and with full power of substitution, to take any and all such actions and any and all other actions permitted hereby, either in the name of Mortgagor or Lender. In order to permit the foregoing, Lender shall timely perform all of its obligations under have the Leases. Mortgagor represents and warrants thatadditional irrevocable right, coupled with an interest, to: (a) Mortgagor has title remove any and all of Mortgagor’s documents, instruments, files and records relating or pertaining to and full right to assign presently, absolutely and unconditionally the Leases and Rentsand/or the Rents from any premises where the same shall then be located; (b) no other assignment at Mortgagor’s sole cost and expense, use such of any interest in Mortgagor’s personnel, supplies and space at Mortgagor’s place or places of business as may be necessary and proper within Lender’s sole discretion, to administer collection of such proceeds and/or payments; (c) receive, open and dispose of all mail addressed to Mortgagor pertaining to any of the Leases or and/or the Rents has been made; (c) there are no leases or agreements to lease all or any portion of the Property 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 theretoproceeds and/or payments thereunder; (d) there is no existing default by notify the postal authorities to change the address the delivery of mail addressed to Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due pertaining to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases andand/or Rents and proceeds and/or payments thereunder, to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims against Mortgagorsuch address as Lender may designate; (e) endorse Mortgagor’s name on any and all notes, acceptances, checks, drafts, money orders, or other evidences of payment of such proceeds and/or payments that may come into Lender’s possession, and to deposit or otherwise collect the Leases are in full force same; (f) prepare and effectmail invoices and/or statements to such obligors and/or debtors; (g) send verifications of amounts owed to such obligors; and (fh) execute in Mortgagor’s name affidavits and/or notices with regard to lien rights available to Mortgagor has in connection with such Leases and/or Rents. In the event that Mortgagor should, for any reason whatsoever, receive any proceeds derived from the sale, lease, insurance loss, damage and/or condemnation, of all or any part of said premises and/or the Leases or Rents, or should Mortgagor receive any other payments under the Leases or Rents as provided hereunder (with such proceeds and/or payments being hereinafter individually, collectively and interchangeably referred to as Mortgagor’s “Rent Funds”), following notice to the obligors thereunder to make their respective payments directly to Mortgagor, Mortgagor shall hold such Rent Funds in trust for and on behalf of Lender, and Mortgagor hereby unconditionally agrees to remit or to otherwise turn over such Rent Funds to Lender immediately following demand. Should Mortgagor deposit any such Rent Funds into one or more of Mortgagor’s deposit accounts, no matter where located, Lender shall have the additional right to attach any and all of Mortgagor’s deposit accounts in which Lender may prove such Rent Funds were deposited, whether or not accepted such Rent under any Lease more than thirty (30) days Funds are or were commingled with other moneys of Mortgagor, and whether or not such Rent Funds then remain on deposit in advance such an account or accounts. Anything to the contrary in this Mortgage notwithstanding, Lender will not be deemed or construed to have taken possession of said premises or to be managing it by reason of its accrual, and payment thereof has not otherwise been forgiven, discounted exercise of any of its rights or compromisedremedies under this Paragraph.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) To the fullest extent permitted by Applicable Laws, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that the Rents under Granting Clauses V and VI are and shall be present, absolute and irrevocable assignments by the Grantor to the Beneficiary and, subject to the license to the Grantor under Section 5.07(b), the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iii) (or other Person exercising the rights under this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Section 5.07) shall have the privilege under a revocable license granted hereby absolute, immediate and continuing right, subject to operate provisions of Applicable Law, to collect and manage receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property and to collect, as they become due, but not prior to accrualProperty. At the request of the Beneficiary or such Receiver, the Rents. Mortgagor Grantor shall receive promptly execute, acknowledge, deliver, record, register and hold file any additional general assignment of the Leases or specific assignment of any Lease which the Beneficiary or such Rents Receiver may require from time to time (all in trust as a fund to be applied, form and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first substance satisfactory to the operationBeneficiary or such Receiver) to effectuate, maintenance and repair complete, perfect, continue or preserve the assignments of the Property Leases and the payment Rents under Granting Clauses V and VI. Neither the acceptance hereof nor the exercise of interest, principal the rights and remedies hereunder nor any other sums becoming due under action on 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 Beneficiary or any other action by Mortgagee, terminate upon Person exercising the occurrence rights of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, Beneficiary hereunder shall be construed as imposing on Mortgagee to be an assumption by the Beneficiary or any such Person of, or to otherwise make the Beneficiary or such Person liable or responsible for, any of the obligations of the lessor Grantor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Grantor, provided that the Beneficiary or any such Person exercising the rights of the Beneficiary hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Beneficiary or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Beneficiary or any Person exercising the rights of the Beneficiary hereunder shall be construed to obligate the Beneficiary or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Beneficiary as a "mortgagee" in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Beneficiary or any Person exercising the rights of the Beneficiary hereunder. (b) As long as no Acceleration Event exists, the Grantor shall have the right under a license granted hereby, subject to Section 5.07(c), to collect the Rents upon the due date thereof. (c) If an Acceleration Event exists, the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iii) (as the case may be as the Person exercising the rights under this Section 5.07(c)) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Grantor and exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(iv) and 5.02(a)(v) or under Applicable Law. If an Acceleration Event exists, upon written demand by the Person exercising the rights under this Section 5.07, any tenants of the Grantor shall promptly pay to such Person all Security Deposits under the Leases and all Rents allocable to any period after the making of such demand. Subject to Sections 5.02(a)(iv) and 5.02(a)(v) and any Applicable Law, any Rents received hereunder by the Person exercising the rights under this Section shall be promptly paid to the Beneficiary, and any Rents received hereunder by the Beneficiary shall be applied and disbursed as provided in Section 5.06, provided that, subject to Sections 5.02(a)(iv) and 5.02(a)(v) and any provision of Applicable Law, any Security Deposits actually received by the Beneficiary shall be held, applied and disbursed as provided in the applicable Leases. (d) Nothing herein shall be construed to be an assumption by the Person exercising the rights under this Section, or to otherwise make such Person liable for the performance, of any of the obligations of the Grantor under the Leases, provided that such Person shall be accountable as provided in Section 5.07(c) for any Rents or Security Deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee TOGETHER WITH all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Leases property described in Paragraphs A, B and RentsC hereof, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in Paragraphs A, B and C hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall also execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease. Notwithstanding that this assignment is effective immediatelyanything herein to the contrary, so long as no Event of Default existsdefault has occurred hereunder beyond any applicable grace or cure period, Mortgagor shall have the privilege under a revocable license granted hereby right to operate modify and manage terminate any leases affecting the Mortgaged Property in Mortgagor’s discretion, without obtaining Mortgagee’s prior consent. This instrument constitutes an absolute and present assignment of the rents, royalties, issues, profits, revenue, income and other benefits from the Mortgaged Property, subject, however, to the conditional permission given to Mortgagor to collect, receive, take, use and enjoy the same as they become dueprovided hereinabove; provided, but not prior to accrualfurther, that the Rents. existence or exercise of such right of Mortgagor shall receive and hold such Rents not operate to subordinate this assignment to any subsequent assignment, in trust as a fund to be appliedwhole or in part, by Mortgagor, and Mortgagor hereby covenants and agrees that any 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 Event of Default, and all Rents subsequently collected or received subsequent assignment by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due subject to the passage rights of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedMortgagee hereunder.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) Subject to paragraph 5.07(d) below, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Section) shall have the privilege under a revocable license granted hereby absolute, immediate and continuing right to operate collect and manage receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property and to collect, as they become due, but not prior to accrualProperty. At the request of the Mortgagee or such Receiver, the Rents. Mortgagor shall receive promptly execute, acknowledge, deliver, record, register and hold file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Rents Receiver may reasonably require from time to time (all in trust as a fund to be applied, form and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first substance satisfactory to the operationMortgagee or such Receiver) to effectuate, maintenance and repair complete, perfect, continue or preserve the assignments of the Property Leases and the payment Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of interest, principal the rights and remedies hereunder nor any other sums becoming due under action on 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 Mortgagee or any other action by Mortgagee, terminate upon Person exercising the occurrence rights of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, hereunder shall be construed as imposing on to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the lessor Mortgagor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title or with respect to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any interest in any of the Leases or Rents has been made; (c) there are no leases for any Rent, Security Deposit or agreements other amount delivered to lease all the Mortgagor, provided that the Mortgagee or any portion such Person exercising the rights of the Property now Mortgagee hereunder shall be accountable as provided in effect except Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the LeasesMortgagee or such Person, true as the case may be. Neither the acceptance hereof nor the exercise of the rights and complete copies remedies hereunder nor any other action on the part of which have been furnished the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to Mortgageeobligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and no written takes possession of the Property), or oral modifications have been made thereto; (d) there is no existing default by Mortgagor to be liable in any way for any injury or damage to person or property sustained by any tenant under any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Leases, nor has Mortgagee or any event occurred which due to Person exercising the passage of time, the giving or failure to give notice, or both, would constitute a default under any rights of the Leases and, to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedMortgagee hereunder.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall 5 103 continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate such notice and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice of claim of Landlord to the operationcontrary, maintenance that Landlord shall have no right or claim against Tenant for or by reason of any rental payments made by Tenant to Lender following receipt of such notice. Except as otherwise specifically set forth in the Lease, Tenant further acknowledges 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease without the prior written consent of Lender, and full right to assign presentlywithout such consent, absolutely no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) that the interest of Landlord as lessor under the Lease has been assigned to Lender for the purposes specified in the Assignment of Leases, and Lender assumes no other assignment duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedthis Agreement.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s 's right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases and, to the best of Mortgagor’s 's knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1(a) Subject to paragraph (d) below, the assignment of the Leases and the Rents pursuant to Granting Clauses V and VI are and shall be present, absolute and irrevocable assignments by the Grantor to the Beneficiary and, subject to the license to the Grantor under Section 5.07(b), the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (whichever is the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all such Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. Mortgagor hereby absolutelyAt the request of the Beneficiary or such Receiver, presently the Grantor shall promptly execute, acknowledge, deliver, record, register and unconditionally conveysfile any additional general assignment of the Leases or specific assignment of any Lease which the Beneficiary or such Receiver may require from time to time (all in form and substance satisfactory to the Beneficiary or such Receiver) to effectuate, transfers complete, perfect, continue or preserve the assignments of the Leases and assigns the Rents thereunder pursuant to Mortgagee all Granting Clauses V and VI. Neither the acceptance hereof nor the exercise of Mortgagor’s right, title the rights and interest, now existing remedies hereunder nor any other action on the part of the Beneficiary or hereafter arising, in and any Person exercising the rights of the Beneficiary hereunder shall be construed to obligate the Beneficiary or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Beneficiary as a Beneficiary in possession (unless the assignee hereunder actually enters and Rents. Notwithstanding that this assignment is effective immediatelytakes possession of the Property), so long as no Event or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of Default exists, Mortgagor the Beneficiary or any Person exercising the rights of the Beneficiary hereunder. (b) The Grantor shall have the privilege under a revocable license granted hereby to operate collect and manage receive all Rents under the Property Leases and apply the same subject to collectthe provisions of the Secured Agreements, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund license to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first to terminable by 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 Beneficiary as provided in Section 5.07(c). (c) When an Event of DefaultDefault has occurred and is continuing, the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (whichever is the Person exercising the rights under this Section) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Grantor and to exercise the rights and remedies provided under Section 5.07(a), under Section 5.02(a)(v) and (vi) or under applicable law. Upon demand by the Person exercising the rights under this Section, the Grantor shall promptly pay to such Person all security deposits under the Leases and all Rents subsequently collected or thereunder allocable to any period after such demand. Subject to Section 5.02(a)(v) and (vi) and any applicable requirement of law, any Rents received hereunder by such Person shall be promptly paid to the Beneficiary, and any Rents received hereunder by the Beneficiary shall be deposited in the Collateral Proceeds Account, to be held, applied and disbursed as provided in the Security Agreement, provided that, subject to Section 5.02(a)(v) and (vi) and any applicable requirement of law, any security deposits actually received by Mortgagor such Person shall be held in trust by Mortgagor for promptly paid to the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1Beneficiary, and no collection any security deposits actually received by Mortgagee of Rentsthe Beneficiary shall be held, applied and disbursed as provided in the applicable Leases and applicable law. (d) Nothing herein shall be construed as imposing on Mortgagee to be an assumption by the Person exercising the rights under this Section, or otherwise to make such Person liable for the performance, of any of the obligations of the lessor Grantor under the Leases, provided that such Person shall be accountable as provided in Section 5.07(c) for any Rents or security deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as Lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof, all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate such notice and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice of claim of Landlord to the operationcontrary, maintenance and repair that Landlord shall have no right or claim against Tenant for or by reason of the Property and the payment any rental payments made by Tenant to Lender following receipt 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 Event of Defaultsuch notice, and all Rents subsequently collected such payments by Tenant to Lender are fully authorized by Landlord and treated for all purposes as payments of Fixed or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor Additional Rent under the Leases. 4.2Lease. Mortgagor shall timely perform all of its obligations under Except as otherwise specifically set forth in the Leases. Mortgagor represents Lease, Tenant further acknowledges and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease without the prior written consent of Lender, and full right to assign presentlywithout such consent, absolutely no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) that the interest of Landlord as Lessor under the Lease has been assigned to Lender for the purposes specified in the Assignment of Leases, and Lender assumes no other assignment duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedthis Agreement.

Assignment of Leases. 4.1. As further security for the payment of the sums secured hereby, Mortgagor hereby absolutelytransfers, presently assigns and unconditionally conveys, transfers and assigns sets over to Mortgagee all leases heretofore and hereafter entered into by Mortgagor relating to portions or all of Mortgagor’s rightthe Mortgaged Property, title together with all modifications, supplements, extensions and interest, renewals thereof now existing or hereafter arisingmade, and also together with the rights to sue xxx, collect and receive all rents, additional rents, and other sums or payments due in all of said leases provided to be paid to Mortgagor thereunder, and also together with the rights of Mortgagor to receive, hold and apply all bonds, deposits, and security in all of said leases provided to be furnished to the Mortgagor thereunder, and also together with the rights of Mortgagor to enforce any and all of the agreements, terms, covenants and conditions provided in all of said leases and to give notices thereunder; provided, however, that as long as Mortgagor shall not have defaulted in the performance of any obligation, covenant or agreement under any collateral instrument further securing payment of the Indebtedness and, in addition, no event shall have occurred which would give Mortgagee the right to declare the Indebtedness due and to the Leases and Rents. Notwithstanding that this assignment is effective immediatelypayable, so long as no Event of Default exists, then Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrualmore than one month in advance, the Rentsall rents, additional and percentage rents and other sums payable under said leases. Mortgagor shall not otherwise assign or pledge any lease of the Mortgaged Property, or any part thereof, or the rights to sue xxx, collect and receive any rents or other sums payable thereunder and hold such Rents in trust as a fund shall enforce all of the agreements, terms, covenants or conditions to be appliedperformed by lessees thereunder, and shall perform every obligation of 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgageethereunder. Nothing contained in this Section 4.1Mortgage, and and/or no collection exercise by the Mortgagee of Rentsits rights hereunder, shall be construed as imposing on to obligate Mortgagee to perform any of the obligations covenants of Mortgagor under any of the leases hereinabove assigned or shall be deemed to constitute Mortgagee a mortgagee in possession in the absence of any actual entry into and taking possession of the Mortgaged Property by Mortgagee. Mortgagor shall perform, observe, and comply with all of the terms, covenants, and conditions of the Assignment of Leases and Rentals of even date herewith to be recorded in the Farmington Land Records and of any other of the Loan Documents as if such terms, covenants, and conditions were set forth herein. Mortgagor shall furnish Mortgagee at any time, upon reasonable written demand, with a lease ratification and estoppel agreement as to any lease affecting the Premises, in form and substance satisfactory to Mortgagee, which shall be executed by Mortgagor and by the lessee (provided, however, that Mortgagor shall only be obligated to use its reasonable efforts to obtain execution by each such lessee and shall not be in default hereunder if the lessee under any such lease fails to sign such an agreement or does not return the same in a timely manner so long as all future leases contain a requirement that the lessee provide such an agreement) stating the terms of the lease, the tenancy, and the status of rent payments, and, if such be the case, that there exist no defaults thereunder and that all work required to be performed by the lessor under the Leases. 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; (b) no other assignment of any interest in any of the Leases or Rents lease has been madecompleted; (c) there are agreeing that no leases future modifications or agreements to lease all or any portion amendments shall be effected without the written consent of the Property 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; (d) there is no existing default by Mortgagor or by providing that the lessee shall attorn to Mortgagee in the event Mortgagee shall become the owner of the Premises. The foregoing rights given the Mortgagee are intended to be complementary to any tenant rights given the Mortgagee under any separate assignment of leases from the Leases, nor has any event occurred which due Mortgagor to the passage of time, the giving or failure to give notice, or both, 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 counterclaims against Mortgagor; (e) the Leases are in full force Mortgagee and effect; and (f) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromisedshall be construed accordingly.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) To the fullest extent permitted under applicable law, presently and unconditionally conveyssubject to Section 5.07(d), transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rentsthe Rents under Granting Clauses V and VI are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(v) (whichever is the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. Notwithstanding that this At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment is effective immediatelyof the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, so complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses V and VI. (b) So long as no an Event of Default existsis not continuing, the Mortgagor shall have the privilege under a revocable license granted hereby to operate collect and manage the Property and to collect, as they become due, receive all Rents (but not prior to accrualthirty (30) days before the due date thereof) and apply the same subject to the provisions of the Financing Documents, such license to be terminable as provided in Section 5.07(c). (c) If an Event of Default has occurred and is continuing, the RentsMortgagee or a Receiver appointed pursuant to Section 5.02(a)(v) (whichever is the Person exercising the rights under this Section) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Mortgagor and to exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(vi) and (vi) or under applicable law. If an Event of Default is continuing, upon demand by the Person exercising the rights under this Section, the Mortgagor shall receive promptly pay to such Person all Security Deposits under the Leases and hold all Rents allocable to any period after such demand. Subject to Sections 5.02(a)(vi) and (vi) and any applicable requirement of law, any Rents received hereunder by such Person exercising the rights under this Section shall be promptly paid to the Mortgagee, and any Rents received hereunder by the Mortgagee shall be deposited in trust a collateral account maintained by the Mortgagee (in its capacity as a fund such), to be appliedheld, applied and disbursed as provided in the Security Agreement, PROVIDED that, subject to Sections 5.02(a)(vi) and (vi) and any mandatory requirement of applicable law, any Security Deposits actually received by such Person shall be promptly paid to the Mortgagee, and Mortgagor hereby covenants and agrees that such Rents any Security Deposits actually received by the Mortgagee shall be so appliedheld, first to applied and disbursed as provided in the operation, maintenance applicable Leases 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 purposeapplicable law. The license herein granted to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate upon If after the occurrence of an Event of DefaultDefault all Events of Default shall have been fully cured or waived as provided in the Credit Agreement, and all Rents subsequently collected or received by Mortgagor the license granted in Section 5.07(b) shall automatically be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. reinstated. (d) Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, herein shall be construed as imposing on Mortgagee to be an assumption by the Person exercising the rights under this Section, or otherwise to make such Person liable for the performance, of any of the obligations of the lessor Mortgagor under the Leases, PROVIDED that such Person shall be accountable as provided in Section 5.07(c) for any Rents or Security Deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate such notice and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice of claim of Landlord to the operationcontrary, maintenance that Landlord shall have no right or claim against Tenant for or by reason of any rental payments made by Tenant to Lender following receipt of such notice. Except as otherwise specifically set forth in the Lease, Tenant further acknowledges 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title to without the consent of Lender, no rent may be collected or accepted by Landlord more than one month in advance; and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender under the Assignment of the Property now in effect except the Leases, true and complete copies of which have been furnished to MortgageeLender assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims against Mortgagor; (e) the Leases are conditions specifically set forth 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 payment thereof has not otherwise been forgiven, discounted or compromisedthis Agreement.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee Mortgagee, as further security for the payment of the Liabilities, all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that Mortgagor shall, upon demand, deliver to Mortgagee an executed copy of each such Lease. This assignment shall continue in effect until the Liabilities are paid in full and this assignment Mortgage is effective immediatelycanceled or discharged of record; however, so long as no Event of Default (as defined below) exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, and may retain, use and enjoy the Rents as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 subject to the operation, maintenance terms and repair conditions set forth in the Assignment 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 purposeLeases. The Such license herein granted to Mortgagor shall automatically, be immediately revoked without further notice or any other action by Mortgagee, terminate demand upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) no other assignment of any interest in any of the Leases or Rents has been made; (ci) there are no leases or agreements to lease all or any portion part of the Property Real Estate now in effect effect, except the Leases, true and complete copies of which have been furnished to Mortgageethose specifically set forth in, and no written or oral modifications have been made theretoassigned to Mortgagee by, the Assignment of Leases; and (dii) there is no existing default by assignment or pledge of any rents, issues or profits of or from the Mortgaged Premises now in effect, except pursuant to the Assignment of Leases, and 4.3. Mortgagor shall not, without the prior written consent of Mortgagee with respect to any part of the Mortgaged Premises in excess of 10,000 square feet: (i) enter into any lease of all or by any portion of the Mortgaged Premises; (ii) amend, modify, terminate or accept a surrender of any Lease; or (iii) collect or accept rent from any tenant under any of the Leases, nor has any event occurred which due Mortgaged Premises for a period of more than one month in advance. Reference is hereby made for purposes of this Section 4.3 to the passage of time, the giving or failure to give notice, or both, would constitute a default under any Section 291-f of the Leases and, to Real Property Law of the best State of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedNew York.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) Subject to Section 5.07(d) below, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rentsthe Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Grantor to the Trustee and, subject to the license to the Grantor under Section 5.07(b), the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. Notwithstanding that this At the request of the Beneficiary or such Receiver, the Grantor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment is effective immediatelyof the Leases or specific assignment of any Lease which the Beneficiary or such Receiver may reasonably require from time to time (all in form and substance satisfactory to the Beneficiary or such Receiver) to effectuate, so complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. (b) As long as no Event of Default existsis continuing, Mortgagor the Grantor shall have the privilege right under a revocable license granted hereby hereby, subject to operate and manage the Property and Section 5.05(c), to collect, as they become duecollect all Rents upon, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 before, the due date thereof. (c) If an Event of its accrualDefault is continuing, the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Grantor and to exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(v) and (vi) or under applicable law. If an Event of Default is continuing, upon demand by the Person exercising the rights under this Section, the Grantor shall promptly pay to such Person all Security Deposits under the Leases and all Rents allocable to any period after the occurrence of such Event of Default. Subject to Sections 5.02(a)(v) and (vi) and any applicable requirement of law, any Rents received hereunder by the Person exercising the rights under this Section shall be promptly paid to the Beneficiary, and payment thereof has not any Rents received hereunder by the Beneficiary shall be deposited in the Cash Collateral Account, to be held, applied and disbursed as provided in the Pledge and Security Agreement and the Indenture, provided that, subject to Sections 5.02(a)(v) and (vi) and any applicable requirement of law, any Security Deposits actually received by such Person shall be promptly paid to the Beneficiary, and any Security Deposits actually received by the Beneficiary shall be held, applied and disbursed as provided in the applicable Leases and applicable law. (d) Nothing herein shall be construed to be an assumption by the Person exercising the rights under this Section, or to otherwise been forgiven, discounted or compromised.make such Person liable for

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) To the fullest extent permitted under applicable law, presently and unconditionally conveyssubject to Section 5.07(d), transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rentsthe Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(v) (whichever is the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. Notwithstanding that this At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment is effective immediatelyof the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, so complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses VI and VII. (b) So long as no an Event of Default existsis not continuing, the Mortgagor shall have the privilege under a revocable license granted hereby to operate collect and manage the Property and to collect, as they become due, receive all Rents (but not prior to accrualthirty (30) days before the due date thereof) and apply the same subject to the provisions of the Financing Documents, such license to be terminable as provided in Section 5.07(c). (c) If an Event of Default has occurred and is continuing, the RentsMortgagee or a Receiver appointed pursuant to Section 5.02(a)(v) (whichever is the Person exercising the rights under this Section) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Mortgagor and to exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(vi) and (vi) or under applicable law. If an Event of Default is continuing, upon demand by the Person exercising the rights under this Section, the Mortgagor shall receive promptly pay to such Person all Security Deposits under the Leases and hold all Rents allocable to any period after such demand. Subject to Sections 5.02(a)(vi) and (vi) and any applicable requirement of law, any Rents received hereunder by such Person exercising the rights under this Section shall be promptly paid to the Mortgagee, and any Rents received hereunder by the Mortgagee shall be deposited in trust as a fund the applicable Collateral Account, to be appliedheld, applied and disbursed as provided in the Security Agreement, PROVIDED that, subject to Sections 5.02(a)(vi) and (vi) and any mandatory requirement of applicable law, any Security Deposits actually received by such Person shall be promptly paid to the Mortgagee, and Mortgagor hereby covenants and agrees that such Rents any Security Deposits actually received by the Mortgagee shall be so appliedheld, first to applied and disbursed as provided in the operation, maintenance applicable Leases 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 purposeapplicable law. The license herein granted to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate upon If after the occurrence of an Event of DefaultDefault all Events of Default shall have been fully cured or waived as provided in the Credit Agreement, and all Rents subsequently collected or received by Mortgagor the license granted in Section 5.07(b) shall automatically be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. reinstated. (d) Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, herein shall be construed as imposing on Mortgagee to be an assumption by the Person exercising the rights under this Section, or otherwise to make such Person liable for the performance, of any of the obligations of the lessor Mortgagor under the Leases, PROVIDED that such Person shall be accountable as provided in Section 5.07(c) for any Rents or Security Deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Grantor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee Beneficiary all of MortgagorGrantor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Grantor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor Grantor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor Grantor 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 Grantor shall automatically, without notice or any other action by MortgageeBeneficiary, terminate upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor Grantor shall be held in trust by Mortgagor Grantor for the sole and exclusive benefit of MortgageeBeneficiary. Nothing contained in this Section 4.1, and no collection by Mortgagee Beneficiary of Rents, shall be construed as imposing on Mortgagee Beneficiary any of the obligations of the lessor under the Leases. 4.2. Mortgagor Grantor shall timely perform all of its obligations under the Leases. Mortgagor Grantor represents and warrants that: ( a) Mortgagor Grantor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) 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 portion of the Property now in effect except the Leases, true and complete copies of which have been furnished to MortgageeBeneficiary, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor Grantor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases and, to the best of MortgagorGrantor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.Grantor;

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Assignment of the Property now in effect except the Leases, true and complete copies Lender assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Assignment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) Subject to paragraph 5.07(d) below, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that the Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Grantor to the Beneficiary and, subject to the license to the Grantor under Section 5.07(b), the Beneficiary or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Section) shall have the privilege under a revocable license granted hereby absolute, immediate and continuing right to operate collect and manage receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property and to collect, as they become due, but not prior to accrualProperty. At the request of the Beneficiary or such Receiver, the Rents. Mortgagor Grantor shall receive promptly execute, acknowledge, deliver, record, register and hold file any additional general assignment of the Leases or specific assignment of any Lease which the Beneficiary or such Rents Receiver may reasonably require from time to time (all in trust as a fund to be applied, form and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first substance satisfactory to the operationBeneficiary or such Receiver) to effectuate, maintenance and repair complete, perfect, continue or preserve the assignments of the Property Leases and the payment Rents under Granting Clauses VI and VII. Neither the acceptance hereof nor the exercise of interest, principal the rights and remedies hereunder nor any other sums becoming due under action on 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 Beneficiary or any other action by Mortgagee, terminate upon Person exercising the occurrence rights of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, Beneficiary hereunder shall be construed as imposing on Mortgagee to be an assumption by the Beneficiary or any such Person of, or to otherwise make the Beneficiary or such Person liable or responsible for, any of the obligations of the lessor Grantor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title or with respect to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any interest in any of the Leases or Rents has been made; (c) there are no leases for any Rent, Security Deposit or agreements other amount delivered to lease all the Grantor, provided that the Beneficiary or any portion such Person exercising the rights of the Property now Beneficiary hereunder shall be accountable as provided in effect except Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the LeasesBeneficiary or such Person, true as the case may be. Neither the acceptance hereof nor the exercise of the rights and complete copies remedies hereunder nor any other action on the part of which have been furnished the Beneficiary or any Person exercising the rights of the Beneficiary hereunder shall be construed to Mortgageeobligate the Beneficiary or any such Person to take any action under or with respect to the Leases or with respect to the Property, to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Beneficiary as a mortgagee in possession (unless the assignee hereunder actually enters and no written takes possession of the Property), or oral modifications have been made thereto; (d) there is no existing default by Mortgagor to be liable in any way for any injury or damage to person or property sustained by any tenant under any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Leases, nor has Beneficiary or any event occurred which due to Person exercising the passage of time, the giving or failure to give notice, or both, would constitute a default under any rights of the Leases and, to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedBeneficiary hereunder.

Assignment of Leases. 4.1The Tenant acknowledges notice of and consents to that certain Absolute Assignment of Leases, Rents, Income and Profits dated as of even date herewith, executed by the Mortgagor in favor of the Mortgagee (hereinafter said assignment, together with any and all amendments, modifications, extensions, substitutions, replacements and/or consolidations thereof shall hereinafter be referred to as the “Assignment”). Mortgagor hereby absolutelyThe Tenant agrees that if the Mortgagee, presently pursuant to the Assignment, and unconditionally conveyswhether or not it becomes a mortgagee in possession, transfers shall give notice to the Tenant that the Mortgagee has elected to require the Tenant to pay to the Mortgagee the rent and assigns other charges payable by the Tenant under the, Lease, the Tenant shall, until the Mortgagee shall have canceled such election, be similarly bound to the Mortgagee and shall thereafter pay to the Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 rent and other sums becoming due payable under the Liabilities, before retaining and/or disbursing Lease without notice to or consent of the Mortgagor and without any obligation on the part of the Rents Tenant to determine whether or not the Mortgage is in fact in default. Any such payment shall be made notwithstanding any right of setoff, defense or counterclaim which the Tenant may have against the Mortgagor, and any such payment shall be final as against the Mortgagee (but not as against the Mortgagor) and the Tenant shall not seek to recover from the Mortgagee for any other purpose. The license herein granted reason whatsoever any monies paid by the Tenant to Mortgagor shall automatically, without notice or any other action the Mortgagee by Mortgagee, terminate upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any virtue of the obligations of the lessor under the LeasesAssignment and this Tenant Subordination, Non-Disturbance and Attornment Agreement. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee TOGETHER WITH all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Leases property described in paragraphs (A), (B) and Rents. Notwithstanding that this assignment is effective immediately(C) hereof, so long as no Event of Default existstogether with all security therefor and all monies payable thereunder, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collectsubject, as they become duehowever, but not prior to accrual, the Rents. Mortgagor shall receive and 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 conditional permission hereinabove given to Mortgagor to collect the Property and the payment of interest, principal and other sums becoming due rentals under the Liabilities, before retaining and/or disbursing any part of the Rents for any other purposesuch lease. The license herein granted foregoing assignment of any lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to duly perform all obligations of the lessor under all such leases. Upon Mortgagee’s request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the Leases. 4.2foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (A), (B) and (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall timely perform all of its obligations under also execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the Leasesforegoing assignment as to any such lease. Mortgagor represents This instrument constitutes an absolute and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other present 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 portion of the Property now in effect except the Leasesrents, true and complete copies of which have been furnished to Mortgageeroyalties, issues, profits, revenue, income, and no written other benefits from the Mortgaged Property, subject, however to the conditional permission given to Mortgagor to collect, receive, take use and enjoy the same as provided hereinabove; provided, further, that the existence or oral modifications have been made thereto; (d) there is no existing default exercise of such right of Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor, and any such subsequent assignment by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due shall be subject to the passage rights of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedMortgagee hereunder.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duty assigned to Lender pursuant to the terms of the Security Deed and the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases ` or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Security Deed and the Assignment of Leases, the Lease cannot be terminated other than pursuant to its express terms (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Security Deed and the Assignment of the Property now in effect except the Leases, true and complete copies Lender assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Security Deed and the Assignment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor (a) Borrower hereby absolutely, presently and unconditionally conveysassigns, transfers and assigns to Mortgagee sets over unto Secured Party all of Mortgagor’s Borrower's now owned and/or hereafter acquired right, title and interest in, to and under any and all present and future leases agreements and rental agreements under which Borrower is the lessor (hereinafter individually referred to as a "Lease" and collectively referred to as the "Leases"). From and after the occurrence of any Event of Default under this Agreement, (i) Secured Party shall have the immediate and exclusive right to (A) notify the lessee(s) under the Leases that the Leases have been assigned to Secured Party and to receive and collect all rents and other sums payable to or receivable by Borrower from the lessee(s) under or pursuant to the provisions of the Leases, whether as rent, late fees, interest, now existing casualty payments, indemnity payments, liquidated or hereafter arising, in unliquidated damages or otherwise (such moneys being hereinafter collectively referred to as the "Lease Payments") and (B) receive possession of the Inventory subject to the Leases upon the expiration, termination or cancellation of the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor (ii) Secured Party shall have the privilege under a revocable license granted hereby immediate and exclusive right to operate make all agreements, grant all waivers, give all notices, consents and manage the Property and to collectreleases, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 take all actions upon the occurrence of an Event any default or event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases andand to do any and all other acts and things whatsoever which Borrower is or may become entitled to do under the Leases, including, without limitation, the right, power, privilege and authority to (A) enforce payment of any and all sums of money payable under or with respect to the best Leases, (B) enforce the due and prompt performance by any Person obligated to Borrower of Mortgagor’s knowledgeeach and every term, no tenant has provision, covenant and condition contained in the Leases, (C) institute any defensessuit, set-offs action (b) This Agreement shall not transfer to or counterclaims against Mortgagor; (e) impose upon Secured Party or subject Secured Party to any of the obligations, duties, warranties, covenants, undertakings or liabilities of Borrower to any person under the terms of any of the Leases, and this Agreement shall not affect, modify, relieve or release Borrower from any of its obligations, duties, warranties, covenants, undertakings and/or liabilities under the terms of any of the Leases, it being understood that, notwithstanding this Agreement, all of such obligations, duties, warranties, covenants, undertakings and liabilities of Borrower under or with respect to the Leases are shall be and remain enforceable by the parties thereto against, and only against, Borrower and not against Secured Party, it being further understood that this Agreement is executed as security for the Borrower's Obligations, and that Secured Party has not assumed and shall not be deemed to have assumed any of the Leases or any obligation, duty or liability of Borrower thereunder. (c) Borrower agrees that this assignment is irrevocable, and Borrower will not, while this assignment is in full force and effect, assign any of the present or future rentals or other payments, revenues or income under any of the Leases to any other Person; and (f) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance such assignment inconsistent herewith shall be void. Borrower covenants and agrees to perform all of its accrualobligations and duties under the Leases and to pay all expenses of collecting all sums due Borrower under the Leases whether incurred by Borrower or Secured Party. (d) The costs of collection and enforcement of the Leases, including, without limitation, attorneys' fees and payment thereof has not otherwise been forgivenexpenses, discounted shall be borne solely by Borrower whether the same are incurred by Secured Party or compromisedby Borrower. Borrower will keep and maintain at its expense satisfactory and complete records of the Leases, including, without limitation, a record of all payments received, all credits granted thereon and all other dealings therewith.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) Subject to paragraph (d) below, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rentsthe Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), a Receiver appointed pursuant to Section 5.02(a)(iv) (whichever is the Person exercisIg the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. Notwithstanding that this At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment is effective immediatelyof the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, so long as no Event complete, perfect, continue or preserve the assignments of Default exists, the Leases and the Rents under Granting Clauses VI and VII. (b) The Mortgagor shall have the privilege under a revocable license granted hereby to operate collect and manage receive all Rents and apply the Property and same subject to collectthe provisions of the Loan Documents, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund license to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first to terminable by 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 Mortgagee as provided in Section 5.07(c). (c) Upon the occurrence and continuance of an Event of Default, the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (whichever is the Person exercising the rights under this Section) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Mortgagor and to exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(v) and (vi) or under applicable law. Upon demand by the Person exercising the rights under this Section, the Mortgagor shall promptly pay to such Person all security deposits under the Leases and all Rents subsequently collected or allocable to any period after such demand. Subject to Sections 5.02(a)(v) and (vi) and any applicable requirement of law, any Rents received hereunder by such Person shall be promptly paid to the Mortgagee, and any Rents received hereunder by the Mortgagee shall be deposited in the Collateral Account, to be held as provided in the Credit Agreement, provided that, subject to Sections 5.02(a)(v) and (vi) and any applicable requirement of law, any security deposits actually received by Mortgagor such Person shall be held in trust by Mortgagor for promptly paid to the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection any security deposits actually received by the Mortgagee shall be held, applied and disbursed as provided in the applicable Leases and applicable law. Once the Event of RentsDefault is remedied, the license granted in Section 5.07(b) shall automatically be reinstated. (d) Nothing herein shall be construed as imposing on Mortgagee to be an assumption by the Person exercising the rights under this Section, or otherwise to make such Person liable for the performance, of any of the obligations of the lessor Mortgagor under the Leases, provided that such Person shall be accountable as provided in Section 5.07(c) for any Rents or security deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently acknowledges and unconditionally conveys, transfers and assigns to Mortgagee agrees that all of Mortgagorthe Landlord’s right, title and interest, now existing or hereafter arising, in and interest as lessor under the Lease is being duly assigned to Lender pursuant to the Leases terms of the Assignment, and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor pursuant to the terms thereof all rental payments under the Lease shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund continue to be appliedpaid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, and Mortgagor hereby Tenant covenants and agrees that such Rents shall be so applied, first to the operation, maintenance and repair of the Property and the make payment of interest, principal and other sums becoming all rental payments then due or to become due under the LiabilitiesLease directly to Lender or to Lender’s agent designated in such notice and to continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and authorizes Tenant to make rental payments directly to Lender following receipt of such notice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment or the indebtedness secured thereby, before retaining and/or disbursing and notwithstanding 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 claim of Landlord to the occurrence of an Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole and exclusive benefit Tenant to Lender following receipt of Mortgageesuch notice. Nothing contained in this Section 4.1Payments of Rent made by Tenant, and no collection pursuant to any notice given it by Mortgagee of RentsLender, shall be construed as imposing on Mortgagee any deemed in satisfaction of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its Tenant’s rental obligations under the LeasesLease to the same extent as if such Rent were paid directly to Landlord. Mortgagor represents Tenant further acknowledges and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Assignment, the Lease cannot be terminated except as provided in the Lease (nor can Landlord accept any surrender of the Lease) nor amended or modified in any of its material terms, consent by Landlord be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, in each such case, without the prior written consent of Lender except as otherwise provided in the Assignment, and full right to assign presently, absolutely without such consent no Rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) that the interest of Landlord as lessor under the Lease has been assigned to Lender for the purposes specified in the Assignment, and Lender assumes no other assignment of any interest in any duty, liability or obligation under the Lease by reason of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion of Mortgage and/or the Property now Assignment, except only under the circumstances, terms and conditions specifically set forth 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of timeMortgage, the giving or failure to give notice, or both, 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 counterclaims against Mortgagor; (e) the Leases are in full force Assignment and effect; and (f) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromisedthis Agreement.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Xxxxxx. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Xxxxxx. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Assignment of the Property now in effect except the Leases, true and complete copies Xxxxxx assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Assignment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1Tenant acknowledges that it has been advised that Landlord has assigned the Lease and the rents thereunder to Lender pursuant to a certain Assignment of Leases and Rents from Landlord to Lender (the “Assignment”). Mortgagor hereby absolutelyTenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in the Assignment, presently and unconditionally conveysand, transfers and assigns to Mortgagee all on account of Mortgagor’s rightthe Assignment, title and interestLender shall have no duty, now existing liability or hereafter arisingobligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of the Assignment or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in and writing. The foregoing agreement by Tenant shall not adversely affect any rights of Tenant under the Lease with respect to the Leases Landlord in the event of nonperformance by Landlord. Tenant agrees that if Lender, pursuant to the Assignment , and Rentswhether or not it becomes a mortgagee in possession, shall give written notice * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Notwithstanding to Tenant that this assignment is effective immediatelyLender has elected to require Tenant to pay to Lender the rent and other charges payable by Tenant under the Lease, so long as no Event of Default existsTenant shall, Mortgagor until Lender shall have the privilege under a revocable license granted hereby canceled such election, thereafter pay to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Lender all rent and other sums becoming due payable under the LiabilitiesLease and such payments to Lender shall be treated as payments made under the Lease. Any such payment shall be made notwithstanding any right of setoff, before retaining and/or disbursing any part of the Rents for any other purpose. The license herein granted to Mortgagor shall automaticallydefense or counterclaim which Tenant may have against Landlord, without notice or any other action by Mortgageeright to terminate the Lease (except to the extent that any such setoff, terminate upon defense, counterclaim or termination right (the occurrence “Key Rights”) is expressly set forth in the Lease; Tenant hereby agreeing to provide Lender with contemporaneous copies of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for any notice (the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee “Notice”) that is a condition precedent to any of the obligations of the lessor such Key Rights under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, Lease contemporaneously with the giving or failure of such Notices to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedLandlord).

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee Together with all of Mortgagor’s right, title title, and interest, now existing or hereafter arising, interest of Mortgagor in and to the Leases any and Rents. Notwithstanding that this assignment is effective immediatelyall leases now or hereafter on or affecting any property described in paragraphs (A), so long as no Event of Default exists(B) and (C) hereof, Mortgagor shall have the privilege under a revocable license granted hereby to operate together with all security therefor and manage the Property and to collectall monies payable thereunder, as they become duesubject, but not prior to accrualhowever, the Rents. Mortgagor shall receive and 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 conditional permission hereinabove given to Mortgagor to collect the Property and the payment of interest, principal and other sums becoming due rentals under the Liabilities, before retaining and/or disbursing any part of the Rents for any other purposesuch lease. The license herein granted foregoing assignment of any lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the Leases. 4.2foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (A), (B) and (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall timely perform all of its obligations under also execute and deliver to Mortgagee any notification, financing statement or other document reasonable required by Mortgagee to perfect the Leasesforegoing assignment as to any such lease. Mortgagor represents This instrument constitutes an absolute and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other present assignment of the rents, royalties, issues, profits, revenue, income and other benefits from the Mortgaged Property, Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the existence or exercise of such right of Mortgagor shall not operate to subordinate this assignment to any interest subsequent assignment, in any of the Leases whole or Rents has been made; (c) there are no leases or agreements to lease all or any portion of the Property now in effect except the Leasespart, true and complete copies of which have been furnished to Mortgageeby Mortgagor, and no written or oral modifications have been made thereto; (d) there is no existing default any such subsequent assignment by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due shall be subject to the passage rights of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedMortgagee hereunder.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to all Leases, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission given to Mortgagor above to administer the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such collect 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 any such Lease as provided in Section 4.1 above and exercise the Liabilities, before retaining and/or disbursing any part rights of the Rents for any other purposelandlord thereunder. The license herein granted foregoing Assignment of any Lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations or duties of Mortgagor provided in any such Lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such Leases. Upon Mortgagee’s request, Mortgagor shall deliver to any new lessee a notice of this Assignment in form satisfactory to Mortgagee in its reasonable discretion. Mortgagee may deliver such a notice to new lessees if Mortgagor fails to do so within a reasonable time after Mortgagee’s request. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee, by an Assignment in writing in form approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all Leases, together with all security therefor and all monies payable thereunder, subject to the Leases. 4.2conditional permission given to Mortgagor above to administer the Leases and collect and use the Rents under any such Lease. Mortgagor shall timely perform all of its obligations under from time to time within fifteen (15) days after request by Mortgagee, execute, acknowledge and deliver any instrument as Mortgagee may reasonably request to further evidence the Leases. Mortgagor represents Assignment and warrants that: (a) Mortgagor has title transfer to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any Mortgagee Mortgagor’s interest in any of Lease, subject to the Leases or conditional permission given to Mortgagor above to administer such Lease and collect and use the Rents has been made; (c) there are no leases or agreements to lease all or any portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedsuch Lease.

Assignment of Leases. 4.1This Assignment of Leases (this “Assignment”) is made and entered into _______________, 20__, by and between _____________________________ (“Assignor”), ____________________________________ _____________________________________________ (“Assignee”). Mortgagor For good and valuable consideration paid by Assignee to Assignor, the receipt and sufficiency of which are hereby absolutelyacknowledged, presently Assignor does hereby assign, transfer, set over and unconditionally conveys, transfers and assigns to Mortgagee deliver unto Assignee all of MortgagorAssignor’s right, title title, and interest, now existing or hereafter arising, interest in and to the following (collectively, the “Assigned Items”): (i) those certain leases (the “Leases”) listed on Exhibit A attached hereto and made a part hereof for all purposes and together with all rents, issues, and profits under the Leases except for Seller’s right to collect delinquent rent and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have other delinquent sums owing under such Leases for the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not period prior to accrualthe date hereof in accordance with the Agreement (as defined below); (ii) all guaranty agreements with respect to the Leases; and (iii) all security deposits and pre-paid rent under the Leases attributable to periods from and after the date hereof. ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF, THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS ASSIGNMENT, AND SUBJECT TO THE LIMITATIONS CONTAINED IN, THAT CERTAIN AGREEMENT OF PURCHASE AND SALE, DATED AS OF _______________, 2017, BY AND BETWEEN ASSIGNOR AND ASSIGNEE (THE “AGREEMENT”), THE ASSIGNED ITEMS ARE CONVEYED “AS IS, WHERE IS” AND IN THEIR PRESENT CONDITION WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE NATURE, QUALITY OR CONDITION OF THE ASSIGNED ITEMS, THE INCOME TO BE DERIVED THEREFROM, OR THE ENFORCEABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSIGNED ITEMS. TO HAVE AND TO HOLD THE ASSIGNED ITEMS, UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS FOREVER, SUBJECT TO THE PERMITTED EXCEPTIONS (AS DEFINED IN THE AGREEMENT); AND ASSIGNOR DOES HEREBY BIND ITSELF AND ITS SUCCESSORS AND ASSIGNS TO WARRANTY AND FOREVER DEFEND ALL AND SINGULAR THE ASSIGNED ITEMS, UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS, AGAINST EVERY PERSON WHOMSOEVER LAWFULLY CLAIMING OR TO CLAIM THE SAME, OR ANY PART THEREOF, BY THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE. Except as otherwise expressly provided in the Rents. Mortgagor shall receive Agreement or as provided below, by accepting this Assignment and hold such Rents in trust as a fund by its execution hereof, Assignee assumes the payment and performance of, and agrees to pay, perform and discharge, all the debts, duties and obligations to be appliedpaid, performed or discharged first arising and Mortgagor hereby accruing from and after the Closing Date (as defined in the Agreement) by the “landlord” or the “lessor” under the terms, 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any conditions of the Leases, nor has including, without limitation, brokerage commissions and compliance with the terms of the Leases relating to tenant improvements and security deposits. Assignee agrees to indemnify, hold harmless and defend Assignor from and against any event occurred which due and all claims, losses, liabilities, damages, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees and disbursements) resulting by reason of the failure of Assignee to the passage of timepay, the giving perform or failure to give notice, or both, would constitute a default under discharge any of the Leases anddebts, duties or obligations assumed or agreed to be assumed by Assignee hereunder arising out of or relating to, directly or indirectly, in whole or in part, the Assigned Items, first arising and accruing from and after the Closing Date. Except as otherwise expressly provided in the Agreement and subject to the best provisions of Mortgagor’s knowledgeSections 3.2, no tenant has 3.3 and 9.19 of the Agreement (which provisions are not modified in any defensesway by the following indemnity), set-offs Assignor agrees to protect, indemnify, defend and hold Assignee harmless from and against all claims, losses, damages, costs, expenses, obligations and liabilities (including, without limitation, court costs and reasonable attorneys’ fees and disbursements) (collectively, “Claims”) arising out of or counterclaims against Mortgagor; (e) relating to, directly or indirectly, in whole or in part, the Leases Leases, or any default under the Leases, first arising or accruing prior to the Closing Date or which otherwise are in full force retained obligations of Assignor under the Agreement with respect to the Leases. The obligations of Assignor are intended to be binding only on the property of Assignor and effect; shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties other than Assignor, its successors and/or assigns. All of the covenants, terms and (f) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance conditions set forth herein shall be binding upon and shall inure to the benefit of its accrual, the parties hereto and payment thereof has not otherwise been forgiven, discounted or compromisedtheir respective successors and assigns.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee Together with all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Leases property described in paragraphs (a), (b) and Rents(c) of this Mortgage, together with all security for this Mortgage and all monies payable under such leases, subject, however, to the conditional permission described above given to Mortgagor to collect the rentals under any such lease. Notwithstanding that this The foregoing assignment is effective immediately, so long as no Event of Default exists, any lease shall not be deemed to impose upon Lender any of the obligations or duties of Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold provided in any such Rents in trust as a fund to be appliedlease, 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 Event of Default, and fully perform all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under all such leases. Upon Lender's request, Mortgagor agrees to send to Lender a list of all leases covered by the Leases. 4.2foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Lender in order that at all times Lender shall have a current list of all leases affecting the property described in paragraphs (a), (b) and (c) of this Mortgage. Lender shall have the right, at any time and from time to time, to notify any lessee of the rights of Lender as provided by this paragraph. From time to time, upon request of Lender, Mortgagor shall specifically assign to Lender as additional security under this Mortgage, by an instrument in writing in such form as may be approved by Lender, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Property, together with all security therefor and all monies payable under such leases, subject to the conditional permission described above given to Mortgagor to collect the rentals under any such lease. Mortgagor shall timely perform all of its obligations under also execute and deliver to Lender any notification, financing statement or other document reasonably required by Lender to perfect the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title foregoing assignment as to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.such lease;

Assignment of Leases. 4.1Tenant acknowledges that it has been advised that Landlord has assigned the Lease and the rents thereunder to Lender pursuant to a certain Assignment of Leases and Rents from Landlord to Lender (the “Assignment”). Mortgagor hereby absolutelyTenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in the Assignment, presently and unconditionally conveysand, transfers and assigns to Mortgagee all on account of Mortgagor’s rightthe Assignment, title and interestLender shall have no duty, now existing liability or hereafter arisingobligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of the Assignment or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in and writing. The foregoing agreement by Tenant shall not adversely affect any rights of Tenant under the Lease with respect to the Landlord in the event of nonperformance by Landlord. Tenant agrees that if Lender, pursuant to the Assignment of Leases and Rents. Notwithstanding , and whether or not it becomes a mortgagee in possession, shall give written notice to Tenant that this assignment is effective immediatelyLender has elected to require Tenant to pay to Lender the rent and other charges payable by Tenant under the Lease, so long as no Event of Default existsTenant shall, Mortgagor until Lender shall have the privilege under a revocable license granted hereby canceled such election, thereafter pay to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Lender all rent and other sums becoming due payable under the LiabilitiesLease and such payments to Lender shall be treated as payments made under the Lease. Any such payment shall be made notwithstanding any right of setoff, before retaining and/or disbursing any part of the Rents for any other purpose. The license herein granted to Mortgagor shall automaticallydefense or counterclaim which Tenant may have against Landlord, without notice or any other action by Mortgageeright to terminate the Lease (except to the extent that any such setoff, terminate upon defense, counterclaim or termination right is expressly set forth in the occurrence Lease; Tenant hereby agreeing to provide Lender with contemporaneous copies of an Event of Defaultany notice that is a condition precedent to such setoff, and all Rents subsequently collected defense, counterclaim or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor termination right under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, Lease contemporaneously with the giving or failure of such notices to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedLandlord).

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Xxxxxx. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole and exclusive benefit Tenant to Lender following receipt of Mortgageesuch notice. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatTenant further acknowledges: (a) Mortgagor has title that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Assignment of the Property now in effect except the Leases, true and complete copies Xxxxxx assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Assignment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee TOGETHER WITH all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Borrower in and to the Leases any and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage all leases now or hereafter on or affecting the Property together with all SECURITY therefor and to collectall monies payable thereunder, as they become duesubject, but not prior to accrualhowever, the Rents. Mortgagor shall receive and 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 conditional permission hereinabove given to Borrower to collect the rentals and repair of the Property and the payment of interest, principal and other sums becoming due enforce its rights under the Liabilities, before retaining and/or disbursing any part of the Rents for any other purposesuch lease. The license herein granted foregoing assignment of any lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee Lender any of the obligations or duties of Borrower provided in any such lease, and Borrower agrees to fully perform all obligations of the lessor under all such leases. Upon Lender's request, Borrower agrees to send to Lender a list, or copy, of all leases covered by the Leases. 4.2foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Borrower shall so notify Lender in order that at all times Lender shall have a current list of all leases affecting the Property. Mortgagor Lender shall timely perform have the right, at any time and from time to time, to notify any lessee of the rights of Lender as provided by this paragraph. From time to time, upon request of Lender, Borrower shall specifically assign to Lender as additional SECURITY hereunder, by an instrument in writing in such form as may be approved by Lender, all right, title and interest of Borrower in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all SECURITY therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Borrower to collect the rentals and enforce its obligations rights under any such lease Borrower shall also execute and deliver to Lender any notification, financing statement or other document reasonably required by Lender to perfect the Leasesforegoing assignment as to any such lease. Mortgagor represents Upon the reasonable request of the Lender, the Borrower shall provide the Lender with estoppel letters or certificates from the various tenants, if any, occupying the Mortgaged Property, stating in detail, the current status of their lease and/or occupancy of the Mortgaged Property. This instrument constitutes an absolute and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other present 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 portion of rents, royalties, Misc\mtg 3 issues, profits, revenue, income and other benefits from the Property now in effect except the LeasesMortgaged Property, true and complete copies of which have been furnished to Mortgageesubject, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases andhowever, to the best conditional permission given to Borrower to collect, receive, take, use and enjoy the same and enforce its rights as provided hereinabove; provided, further, that the existence or exercise of Mortgagor’s knowledgesuch right of Borrower shall not operate to subordinate this assignment to any subsequent assignment, no tenant has any defensesin whole or in part, set-offs or counterclaims 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 accrualby Borrower, and payment thereof has not otherwise been forgiven, discounted or compromisedany such subsequent assignment by Borrower shall be subject to the rights of Lender hereunder.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s 's right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor Xxxxxxxxx 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor Xxxxxxxxx for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor Xxxxxxxxx represents and warrants that: : (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.OR BK 30519 PG 0378

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s -------------------- Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Assignment of the Property now in effect except the Leases, true and complete copies Lender assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Assignment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Trustor hereby absolutely, presently absolutely and unconditionally conveysassigns, transfers sells, transfers, and assigns conveys to Mortgagee Beneficiary all of Mortgagor’s its right, title title, and interestinterest in, to, and under all leases, subleases, licenses, concessions, occupancy agreements, or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Property, whether now existing or hereafter arisingarising (collectively, in the “Leases”), and all of its right, title, and interest in, to, and under all of the rents, revenues, royalties, income, proceeds, profits, security, and other types of deposits, and other benefits paid or payable by parties to the Leases and other than Trustor for using, leasing, licensing, possessing, operating from, residing in, selling, or otherwise enjoying the Property or any portion thereof (collectively, the “Rents”). Notwithstanding that this This assignment is effective immediately, so an absolute assignment and not an assignment for additional security only. So long as no Event of Default exists, Mortgagor shall have the privilege under occurred and shall be continuing, Trustor shall have a revocable license granted hereby from Beneficiary to operate exercise all rights extended to the landlord under the Leases, including the right to receive and manage collect the Property Rents and to collect, as they become due, but not prior to accrual, hold the Rents. Mortgagor shall receive and hold such Rents in trust as a fund for use in the payment and performance of the Secured Obligations. The foregoing license is granted subject to be applied, the conditional limitation that no Event of Default shall have occurred 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 purposecontinuing. The license herein granted to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate upon Upon the occurrence of and during the continuation of an Event of Default, whether or not legal proceedings have commenced, and all Rents subsequently collected without regard to the adequacy of the security for the Secured Obligations or received the solvency of Trustor, the license herein granted shall immediately and automatically be revoked, without notice by Mortgagor Beneficiary (any such notice being hereby expressly waived by Trustor), whether or not Beneficiary takes control of the Property. While any Event of Default exists, Beneficiary shall be held in trust by Mortgagor entitled to (a) notify any person that the Leases have been assigned to Beneficiary and that the Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure (which term shall include the exercise of the private power of sale hereunder) or taken possession of the Property; (b) settle, compromise, release, extend the time for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1payment of, and no collection by Mortgagee of Rentsmake allowances, shall be construed as imposing on Mortgagee any adjustments, and discounts of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its Rents or other 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; (b) no other assignment of any interest in any of the Leases or Rents has been made; (c) there are no leases enforce payment of the Rents and other rights under the Leases, prosecute any action or agreements proceeding, and defend against any claim with respect to the Rents and the Leases; (d) enter upon, take possession of, and operate the Property; (e) lease all or any portion part of the Property now in effect except Property; and/or (f) perform any and all obligations of Trustor under the LeasesLeases and exercise any and all rights of Trustor therein contained to the full extent of Trustor’s rights and obligations thereunder, true with or without the bringing of any action or the appointment of a receiver. Trustor hereby irrevocably authorizes and complete copies of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any directs each tenant under any Lease to rely upon any written notice of an Event of Default sent by Beneficiary to any such tenant, and thereafter to pay the LeasesRents to Beneficiary, nor has without any event occurred which due obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the passage of timecontrary is received from Trustor, the giving who shall have no right or failure to give notice, or both, would constitute a default under claim against any such tenant for any of the Leases and, Rents so paid to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedBeneficiary.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to all Leases, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission given to Mortgagor above to administer the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such collect 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 any such Lease as provided in Section 4.1 above and exercise the Liabilities, before retaining and/or disbursing any part rights of the Rents for any other purposelandlord thereunder. The license herein granted foregoing Assignment of any Lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations or duties of Mortgagor provided in any such Lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such Leases. Upon Mortgagee’s request, Mortgagor shall deliver to any new lessee a notice of this Assignment in form satisfactory to Mortgagee in its reasonable discretion. Mortgagee may deliver such a notice to new lessees if Mortgagor fails to do so within a reasonable time after Mortgagee’s request. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee, by an Assignment in writing in form approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all Leases, together with all security therefor and all monies payable thereunder, subject to the Leases. 4.2conditional permission given to Mortgagor above to administer the Leases and collect and use the Rents under any such Lease. Mortgagor shall timely perform all of its obligations under from time to time within fifteen (15) days after request by Mortgagee, execute, acknowledge and deliver any instrument as Mortgagee may reasonably request to further evidence the Leases. Mortgagor represents Assignment and warrants that: (a) Mortgagor has title transfer to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any Mortgagee Mortgagor’s interest in any of Lease, subject to the Leases or conditional permission given to Mortgagor above to administer such Lease and collect and use the Rents has been made; (c) there are no leases or agreements to lease all or any portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims against Mortgagor; such Lease. Mortgage (eGPT) the Leases are in full force and effect; and (fFORM) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromised.10

Assignment of Leases. 4.1. 3.1 Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that Mortgagor shall, upon demand, deliver to Mortgagee an executed copy of each such Lease. This assignment shall continue in effect until the Liabilities are paid in full and this assignment Mortgage is effective immediatelycanceled or discharged of record; however, so long as no Event of Default (as defined below) exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, and may retain, use and enjoy the Rents as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 subject to the operation, maintenance terms and repair conditions set forth in the Assignment 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 purposeLeases. The Such license herein granted to Mortgagor shall automatically, be immediately revoked without further notice or any other action by Mortgagee, terminate demand upon the occurrence of an Event of Default. Upon the occurrence of such Event of Default and during the continuance thereof, Mortgagee may, subject to the Reimbursement Agreement, to the fullest extent permitted by the Leases (i) exercise any of Mortgagor's rights under the Leases, (ii) enforce the Leases, (iii) demand, collect, sue for, attach, levy, recover, receive, compromise and adjust, xxx make, execute and deliver receipts and releases for all Rents or other payments that may then be or may thereafter become due, owing or payable with respect to the Leases and (iv) generally do, execute and perform any other act, deed, matter or thing whatsoever that ought to be done, executed and performed in and about or with respect to the Leases as fully as allowed or authorized by Mortgagor's interest under the Leases. This assignment is intended by Mortgagee and Mortgagor to create, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed to create, an absolute assignment to Mortgagee, subject only to the terms and provisions hereof, and not as imposing on Mortgagee any an assignment as security for the performance of the obligations of evidenced by the lessor under the LeasesReimbursement Documents. 4.2. 3.2 Mortgagor shall timely perform all of its material 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; (b) no other assignment of any interest in any of the Leases or Rents has been made; (ci) there are no leases or agreements to lease all or any portion part of the Property Mortgaged Premises now in effect effect, except the Leases, true and complete copies of which have been furnished to Mortgageethose specifically set forth in, and no written or oral modifications have been made theretoassigned to Mortgagee by, the Assignment of Leases; and (dii) there is no existing default assignment or pledge of any rents, issues or profits of or from the Mortgaged Premises now in effect, except pursuant to the Assignment of Leases or as assigned to other lenders in connection with Existing Debt (as defined in the Reimbursement Agreement). 3.3 Any Rents receivable by Mortgagee hereunder, after payment of all proper costs and charges, shall be applied to all amounts due and owing under and as provided in this Mortgage and the Note. Mortgagee shall be accountable to Mortgagor only for Rents actually received by Mortgagee pursuant to this assignment. The collection of such Rents and the application thereof shall not cure or by waive any Event of Default or waive, modify or affect notice of Event of Default or invalidate any act done pursuant to such notice. 3.4 Mortgagor shall not, without the prior written consent of Mortgagee, or as otherwise provided in the Reimbursement Agreement: (i) enter into any lease of all or any portion of the Mortgaged Property; (ii) amend, modify, terminate or accept a surrender of any Lease; or (iii) collect or accept rent from any tenant under any of the LeasesMortgaged Premises for a period of more than one month in advance. 3.5 This Mortgage is intended to be, nor has any event occurred which due and shall operate as, the agreement described in Section 291-f of the Real Property Law of the State of New York and shall be entitled to the passage benefits afforded thereby. Mortgagor shall (a) deliver the written notices described in said Section 291-f to all present and future holders of timeany interest in any Lease, by assignment or otherwise, including therein a direction that, in the giving or failure to give notice, or both, would constitute event that Mortgagee notifies such tenant of a default under any of this Mortgage, such tenant pay its rent and all other sums due under the Leases and, relevant Lease to the best of Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims against Mortgagor; (e) the Leases are in full force and effect; Mortgagee and (fb) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance take such other action, as may now or hereafter be reasonably required to afford Mortgagee the full protections and benefits of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromised.said Section 291-f.

Assignment of Leases. 4.1. (a) To the fullest extent permitted by Applicable Laws, the assignments of the Leases and the Rents under Granting Clauses and are and shall be present, absolute and irrevocable assignments by the Mortgagor hereby absolutelyto the Mortgagee and, presently subject to the license to the Mortgagor under Section 5.07(b), the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (or other Person exercising the rights under this Section 5.07) shall have the absolute, immediate and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s continuing right, title subject to mandatory provisions of Applicable Law, to collect and interestreceive all Rents now or hereafter, now existing including during any period of redemption, accruing with respect to the Property. At the request of the Mortgagee or hereafter arisingsuch Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment of the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, complete, perfect, continue or preserve the assignments of the Leases and the Rents under Granting Clauses and . Neither the acceptance hereof nor the exercise of the rights and remedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to be an assumption by the Mortgagee or any such Person of, or to otherwise make the Mortgagee or such Person liable or responsible for, any of the obligations of the Mortgagor under or with respect to the Leases or for any Rent, Security Deposit or other amount delivered to the Mortgagor, provided that the Mortgagee or any such Person exercising the rights of the Mortgagee hereunder shall be accountable as provided in Section 5.07(c) for any Rents, Security Deposits or other amounts actually received by the Mortgagee or such Person, as the case may be. Neither the acceptance hereof nor the exercise of the rights and Rents. Notwithstanding that this assignment is effective immediatelyremedies hereunder nor any other action on the part of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder shall be construed to obligate the Mortgagee or any such Person to take any action under or with respect to the Leases or with respect to the Property, so to incur any expense or perform or discharge any duty or obligation under or with respect to the Leases or with respect to the Property, to appear in or defend any action or proceeding relating to the Leases or the Property, to constitute the Mortgagee as a mortgagee in possession (unless the assignee hereunder actually enters and takes possession of the Property), or to be liable in any way for any injury or damage to person or property sustained by any Person in or about the Property other than to the extent caused by the willful misconduct or gross negligence of the Mortgagee or any Person exercising the rights of the Mortgagee hereunder. (b) As long as no Event of Default existshas occurred and is continuing, the Mortgagor shall have the privilege right under a revocable license granted hereby hereby, subject to operate and manage the Property and Section 5.07(c), to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 collect 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 due date thereof. (c) If an Event of DefaultDefault has occurred and is continuing, the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (as the case may be as the Person exercising the rights under this Section 5.07(c)) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Mortgagor and exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(v) and 5.02(a)(vi) or under Applicable Law. If an Event of Default has occurred and is continuing, upon written demand by the Person exercising the rights under this Section, any tenants of the Mortgagor shall promptly pay to such Person all Security Deposits under the Leases and all Rents subsequently collected or allocable to any period after the making of such demand. Subject to Sections 5.02(a)(v) and 5.02(a)(vi) and any Applicable Law, any Rents received hereunder by the Person exercising the rights under this Section shall be promptly paid to the Mortgagee, and any Rents received hereunder by the Mortgagee shall be applied and disbursed as provided in Section 5.06, provided that, subject to Sections 5.02(a)(v) and 5.02(a)(vi) and any provision of Applicable Law, any Security Deposits actually received by Mortgagor the Mortgagee shall be held held, applied and disbursed as provided in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. applicable Leases. (d) Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, herein shall be construed as imposing on Mortgagee to be an assumption by the Person exercising the rights under this Section, or to otherwise make such Person liable for the performance, of any of the obligations of the lessor Mortgagor under the Leases, provided that such Person shall be accountable as provided in Section 5.07(c) for any Rents or Security Deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby In order to further secure payment of the Secured Indebtedness and the performance of Grantor's obligations under the Loan Documents, Grantor absolutely, presently and unconditionally conveysgrants, assigns and transfers and assigns to Mortgagee Beneficiary all of Mortgagor’s Grantor's right, title title, interest and interestestate in, now existing or hereafter arisingto and under (i) all of the Existing Leases and Guaranties affecting the Property and (ii) all of the future leases, in lease amendments, guaranties and amendments of guaranties and (iii) the Rents and Profits. Grantor acknowledges that it is permitted to collect the Rents and Profits and exercise the rights of landlord under the Leases pursuant to Section 7 of the Assignment of Leases unless and Rents. Notwithstanding that this assignment is effective immediately, so long as no until an Event of Default existsoccurs. The Existing Leases and Guaranties and all future leases, Mortgagor shall have lease amendments, guaranties and amendments of guaranties are collectively referred to as the privilege under "Leases". Upon payment in full of the Indebtedness and the delivery and recording of a revocable license granted hereby to operate and manage release, satisfaction or discharge of the Property and to collect, as they become due, but not prior to accrualDeed of Trust duly executed by Beneficiary, the Rents. Mortgagor shall receive and 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained assignment in this Section 4.15.02 shall terminate, become null and no collection by Mortgagee of Rents, void and shall be construed as imposing on Mortgagee any of no further force and effect. The assignment of the Leases in this Deed of Trust shall not effect a pro tanto payment of the Secured Indebtedness or the obligations of Grantor pursuant to the lessor under the Leases. 4.2Indemnity Agreement. Mortgagor Further, receipt by Beneficiary of Rents and Profits shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title not be deemed to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any interest in any constitute a pro tanto payment of the Secured Indebtedness or the obligations of Grantor pursuant to the Indemnity Agreement, but shall be applied as set forth in that certain Assignment of Leases or Rents has been made; of even date herewith, executed by Grantor to Beneficiary. To the extent that (ci) there are no leases or agreements to lease all or any portion specific terms and requirements of this Deed of Trust conflict with specific terms and requirements of Chapter 64 of Subtitle B, Title 5 of the Texas Property now in effect except Code (the Leases, true and complete copies “Assignment of which have been furnished to MortgageeLeases Statute”), and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any such terms and requirements of the Leases, nor has any event occurred which due to the passage Assignment of timeLeases Statute may be superseded by an agreement between Grantor and Beneficiary, the giving or failure to give notice, or both, would constitute a default under any specific terms and requirements of this Deed of Trust hereby supersede such specific terms and requirements of the Assignment of Leases andStatute, to and (ii) specific terms and requirements of this Deed of Trust conflict with specific terms and requirements of the best Assignment of Mortgagor’s knowledgeLeases Statute, no tenant has any defensesand such terms and requirements of the Assignment of Leases Statute cannot be superseded by an agreement between Grantor and Beneficiary, set-offs the specific terms and requirements of the Assignment of Leases Statute shall control, and Grantor and Beneficiary further agree that the all other terms and requirements of this Deed of Trust shall not otherwise be impaired or counterclaims against Mortgagor; (e) the Leases are superseded thereby and shall remain in full force and effect; .” (g) Section 9.01(b) is hereby deleted in its entirety and (f) Mortgagor has not accepted Rent under any Lease more than thirty (30) days in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromised.replaced with the following:

Assignment of Leases. 4.1(a) Each Lease shall be satisfactory to Mortgagee in form and substance and shall include a provision confirming that, unless Mortgagee otherwise unilaterally elects in writing, the Lease is subordinate to the lien of this Mortgage and consenting to the assignment of the Lease to Mortgagee made herein. Mortgagor hereby absolutelywill furnish to Mortgagee, presently upon its request, copies of each Lease and unconditionally conveysany other information relating to each Lease and the Lessee thereunder. Mortgagor will, transfers and assigns upon execution of this Mortgage, execute a written notice to each Lessee directing the Lessee to pay directly rent to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and shall deliver said notices to Mortgagee. Mortgagee may (but shall not be obligated to) deliver said notices to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Lessees only after the occurrence of an Event of Default, . (b) As further and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor additional security for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any performance of the terms and conditions of this Mortgage, Mortgagor hereby assigns, transfers and sets over to Mortgagee all rents, royalties, issues, profits, revenues, income and other benefits to which Mortgagor may now or hereafter be entitled from the Mortgaged Property. The rights, duties and obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all parties may be governed by an Assignment 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; (b) no other assignment of any interest Rents executed by Mortgagor and Mortgagee and recorded in any the Land Records of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion of jurisdiction where the Property 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; (d) there Land is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedlocated.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee TOGETHER WITH all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Leases and Rents. Notwithstanding that this assignment is effective immediatelyproperty described in Paragraphs (A), so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied(B), and Mortgagor hereby covenants (C) hereof, together with all security therefor and agrees that such Rents shall be so appliedall monies payable thereunder, first subject, however, to the operation, maintenance and repair of conditional permission hereinabove given to Mortgagor to collect the Property and the payment of interest, principal and other sums becoming due rentals under the Liabilities, before retaining and/or disbursing any part of the Rents for any other purposesuch lease. The license herein granted foregoing assignment of any lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the Leases. 4.2foregoing assignment and as any such lease shall expire or terminate, or as any new lease shall be made, Mortgagor shall notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in Paragraphs (A), (B), and (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this Paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission herein above given to Mortgagor to collect the rentals under any such lease. Mortgagor shall timely perform all of its obligations under also execute and deliver to Mortgagee any notification by Mortgagee to perfect the Leases. Mortgagor represents and warrants that: (a) Mortgagor has title foregoing assignment as to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedsuch lease.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee TOGETHER WITH all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Borrower in and to any and all leases now or hereafter on or affecting the Leases Property, together with all security therefor and Rents. Notwithstanding that this assignment is effective immediatelyall monies payable thereunder, so long as no Event of Default existssubject, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collecthowever, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 conditional permission hereinabove given to Borrower to collect the rentals and repair of the Property and the payment of interest, principal and other sums becoming due enforce its rights under the Liabilities, before retaining and/or disbursing any part of the Rents for any other purposesuch lease. The license herein granted foregoing assignment of any lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee Lender any of the obligations or duties of Borrower provided in any such lease, and Borrower agrees to fully perform all obligations of the lessor under all such leases. Upon Lender's request, Borrower agrees to send to Lender a list, or copy, of all leases covered by the Leases. 4.2foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Borrower shall so notify Lender in order that at all times Lender shall have a current list of all leases affecting the Property. Mortgagor Lender shall timely perform have the right, at any time and from time to time, to notify any lessee of the rights of Lender as provided by this paragraph. From time to time, upon request of Lender, Borrower shall specifically assign to Lender as additional security hereunder, by an instrument in writing in such form as may be approved by Lender, all right, title and interest of Borrower in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Borrower to collect the rentals and enforce its obligations rights under any such lease. Borrower shall also execute and deliver to Lender any notification, financing statement or other document reasonably required by Lender to perfect the Leasesforegoing assignment as to any such lease. Mortgagor represents Upon the reasonable request of the Lender, the Borrower shall provide the Lender with estoppel letters or certificates from the various tenants, if any, occupying the Mortgaged Property, stating in detail the current status of their lease and/or occupancy of the Mortgage Property. This instrument constitutes an absolute and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other present 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 portion of rents, royalties, issues, profits, revenue, income and other benefits from the Property now in effect except the LeasesMortgaged Property, true and complete copies of which have been furnished to Mortgageesubject, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases andhowever, to the best conditional permission given to Borrower to collect, receive, take, use and enjoy the same and enforce its rights as provided hereinabove; provided, further, that the existence or exercise of Mortgagor’s knowledgesuch right of Borrower shall not operate to subordinate this assignment to any subsequent assignment, no tenant has any defensesin whole or in part, set-offs or counterclaims 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 accrualby Borrower, and payment thereof has not otherwise been forgiven, discounted or compromisedany such subsequent assignment by Borrower shall be subject to the rights of Lender hereunder.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee Mortgagee, as further security for the payment of the Liabilities, all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding Mortgagor shall, upon demand, deliver to Mortgagee an executed copy of each Lease which, as of the date hereof, has been evidenced by a writing. The parties hereto acknowledge and agree that any Lease with respect to any portion of the Mortgaged Premises effective after the date hereof shall be in writing and shall be subject to the terms of Section 4.3 hereof. This assignment shall continue in effect until the Liabilities are paid in full and this assignment Mortgage is effective immediatelysatisfied or discharged of record; however, so long as no Event of Default (as defined below) exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, and may retain, use and enjoy the Rents as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 subject to the operation, maintenance terms and repair conditions set forth in the Assignment 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 purposeLeases. The Such license herein granted to Mortgagor shall automatically, be immediately revoked without further notice or any other action by Mortgagee, terminate demand upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) no other assignment of any interest in any of the Leases or Rents has been made; (ci) there are no leases or agreements to lease all or any portion part of the Property Real Estate now in effect effect, except the Leases, true and complete copies of which have been furnished to Mortgageethose specifically set forth in, and no written or oral modifications have been made theretoassigned to Mortgagee by, the Assignment of Leases; and (dii) there is no existing default by assignment or pledge of any rents, issues or profits of or from the Mortgaged Premises now in effect, except pursuant to the Assignment of Leases, and Mortgagor shall not make any assignment or by pledge thereof to anyone other than Mortgagee until the satisfaction in full of the Liabilities. 4.3. Mortgagor shall not, without the prior written consent of Mortgagee: (i) enter into any lease of all or any portion of the Mortgaged Premises except in accordance with Section 5.13 of the Reimbursement Agreement; (ii) amend, modify, terminate or accept a surrender of any Lease; or (iii) collect or accept rent from any tenant under any of the Leases, nor has any event occurred which due to the passage Mortgaged Premises for a period of time, the giving or failure to give notice, or both, 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 counterclaims 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 one month in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromisedadvance.

Assignment of Leases. 4.1. Mortgagor hereby absolutely(a) Subject to paragraph (d) below, presently and unconditionally conveys, transfers and assigns to Mortgagee all the assignments of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rentsthe Rents under Granting Clauses VI and VII are and shall be present, absolute and irrevocable assignments by the Mortgagor to the Mortgagee and, subject to the license to the Mortgagor under Section 5.07(b), a Receiver appointed pursuant to Section 5.02(a)(iv) (whichever is the Person exercising the rights under this Section) shall have the absolute, immediate and continuing right to collect and receive all Rents now or hereafter, including during any period of redemption, accruing with respect to the Property. Notwithstanding that this At the request of the Mortgagee or such Receiver, the Mortgagor shall promptly execute, acknowledge, deliver, record, register and file any additional general assignment is effective immediatelyof the Leases or specific assignment of any Lease which the Mortgagee or such Receiver may require from time to time (all in form and substance satisfactory to the Mortgagee or such Receiver) to effectuate, so long as no Event complete, perfect, continue or preserve the assignments of Default exists, the Leases and the Rents under Granting Clauses VI and VII. (b) The Mortgagor shall have the privilege under a revocable license granted hereby to operate collect and manage receive all Rents and apply the Property and same subject to collectthe provisions of the Loan Documents, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund license to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first to terminable by 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 Mortgagee as provided in Section 5.07(c). (c) Upon the occurrence and continuance of an Event of Default, the Mortgagee or a Receiver appointed pursuant to Section 5.02(a)(iv) (whichever is the Person exercising the rights under this Section) shall have the right to terminate the license granted under Section 5.07(b) by notice to the Mortgagor and to exercise the rights and remedies provided under Section 5.07(a), under Sections 5.02(a)(v) and (vi) or under applicable law. Upon demand by the Person exercising the rights under this Section, the Mortgagor shall promptly pay to such Person all security deposits under the Leases and all Rents subsequently collected or allocable to any period after such demand. Subject to Sections 5.02(a)(v) and (vi) and any applicable requirement of law, any Rents received hereunder by such Person shall be promptly paid to the Mortgagee, and any Rents received hereunder by the Mortgagee shall be deposited in the Collateral Account, to be held as provided in the Credit Agreement, provided that, subject to Sections 5.02(a)(v) and (vi) and any applicable requirement of law, any security deposits actually received by Mortgagor such Person shall be held in trust by Mortgagor for promptly paid to the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection any security deposits actually received by the Mortgagee shall be held, applied and disbursed as provided in the applicable Leases and applicable law. Once the Event of RentsDefault is remedied, the license granted in Section 5.07(b) shall automatically be reinstated. (d) Nothing herein shall be construed as imposing on Mortgagee to be an assumption by the Person exercising the rights under this Section, or otherwise to make such Person liable for the performance, of any of the obligations of the lessor Mortgagor under the Leases, provided that such Person shall be accountable as provided in Section 5.07(c) for any Rents or security deposits actually received by such Person. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutelyTenant acknowledges that it has been advised that Xxxxxxxx has assigned the Lease and the rents thereunder to Agent, presently and unconditionally conveysfor the benefit of the Lenders, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and pursuant to the Leases and RentsSecurity Instrument. Notwithstanding Tenant acknowledges that this assignment the interest of the Landlord under the Lease is effective immediatelyto be assigned to Agent solely as security for the purposes specified in the Security Instrument, so long as no Event and, on account of Default existsthe Security Instrument, Mortgagor Agent shall have no duty, liability or obligation whatsoever under the privilege Lease or any extension or renewal thereof, either by virtue of the Security Instrument or by any subsequent receipt or collection of rents thereunder, unless Agent shall specifically undertake such liability in writing. The foregoing agreement by Tenant shall not adversely affect any rights of Tenant under a revocable license granted hereby the Lease with respect to operate and manage the Property and Landlord in the event of nonperformance by Landlord, subject to collectthe terms of this Agreement. Tenant agrees that if Agent, as they become due, but not prior pursuant to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliedSecurity Instrument, and Mortgagor hereby covenants whether or not it becomes a mortgagee in possession, shall give written notice to Tenant that Agent has elected to require Tenant to pay to Agent the rent and other charges payable by Tenant under the Lease, Tenant shall (without any duty to inquire as to the enforceability or validity of Agent’s notice) until Agent shall have canceled such election in writing, thereafter pay to Agent all rent and other sums payable under the Lease and such payments to Agent shall be treated as payments made under the Lease. Any such payment shall be made notwithstanding any right of setoff, defense or counterclaim which Tenant may have against Landlord, or any right to terminate the Lease. Xxxxxxxx authorizes and directs Tenant to immediately and continuously make all such payments at the direction of Agent, releases Tenant of any and all liability to Landlord for any and all payments so made, and agrees that such Rents payments actually made by Tenant to Agent shall be so applied, first to credited towards the operation, maintenance and repair of the Property and the payment of interest, principal and other sums becoming amounts 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the LeasesLease. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor As additional security for the payment and performance of the Obligations, and subject to the terms of that certain Assignment of Leases and Rents of even date and recorded herewith by the Grantor to the Beneficiary, the Grantor hereby absolutely, presently and unconditionally conveysgrants, transfers and assigns to Mortgagee the Beneficiary all of Mortgagor’s its right, title and interest, now existing or hereafter arising, interest in and to any and all Leases and Lease Guaranties. The Beneficiary shall not be deemed by virtue of this assignment to have assumed any of the lessor's obligations, duties or liabilities under or in connection with the Leases and Rents. Notwithstanding that this assignment is effective immediatelyor Lease Guaranties, so long as no Event of Default exists, Mortgagor shall have which obligations the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor hereby Grantor covenants and agrees that such Rents shall be so applied, first to perform and observe as if this assignment had not been made. In addition to the operationremedies hereinafter set forth in this Deed of Trust, 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 after the occurrence of an Event of DefaultDefault hereunder, the Beneficiary shall be entitled, either with or without taking possession of the Mortgaged Property, to demand, sue xxx or otherwise collect and receive all of the Rents, including those past due and unpaid, reserved to the lessor under the terms of the Leases and upon receipt thereof, the Beneficiary shall apply said amounts collected to the indebtedness secured hereby. The Grantor hereby authorizes all Lessees and guarantors under the Lease Guaranties, upon receipt of written notice from the Beneficiary that an Event of Default has occurred hereunder, to pay over all Rent at any time owed under the Leases to the Beneficiary in lieu of the Grantor. The Grantor shall and does hereby agree to defend, with counsel acceptable to the Beneficiary, indemnify and hold the Beneficiary harmless from any and all Rents subsequently collected claims, demands, losses, damages, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys' fees and expenses and court costs, which the Beneficiary shall sustain or received by Mortgagor reasonably incur arising out of or in connection with the Leases or the enforcement of this indemnification. Any Lessee (and any guarantor of such Lessee's obligations under the applicable Lease) shall be held in trust deemed by Mortgagor for virtue of said Lessee's occupancy of the sole Mortgaged Property, to have agreed to the terms of this assignment and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing entitled to rely conclusively on Mortgagee any written notice from the Beneficiary of the existence of an Event of Default under this Deed of Trust. Upon receipt of such written notice, each Lessee (or guarantor of the obligations of such Lessees under the applicable Lease) shall pay over to the Beneficiary, on the dates set forth under the applicable Lease (except as to those amounts past due and unpaid, which amounts shall be payable immediately to the Beneficiary upon receipt of such written notice), all Rent required to be made to the lessor under pursuant to such Lease. The indemnification provisions of this Section 10 shall survive the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents complete payment and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any interest in any performance of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion Obligations and the foreclosure of the Property now in effect except the Leases, true and complete copies this Deed of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedTrust.

Assignment of Leases. 4.1. (a) As further security for payment of the indebtedness and performance of the obligations, covenants and agreements secured hereby, Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all leases already in existence or to be created in the future of Mortgagor’s rightall or any portion of the Mortgaged Property, title together with all rents, income, security deposits, issues, profits and interest, now awards (“Income”) due or to become due under any such existing or hereafter arising, in and to the Leases and Rentsfuture leases. Notwithstanding that this This assignment is effective immediatelyan absolute assignment of the leases and rents, so long as no Event of Default exists, provided that Mortgagor shall have a license to collect the privilege under a revocable license granted hereby to operate Income, unless and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 until the occurrence of an Event of DefaultDefault hereunder. In connection with this assignment, Mortgagor hereby grants the Mortgagee the right to (i) enter the Mortgaged Property and all Rents subsequently collected collect the Income with or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any without taking possession of the obligations of Mortgaged Property; (ii) with or without legal possession, dispossess by usual summary proceeding any tenant defaulting in the lessor under the Leases. 4.2. Mortgagor shall timely perform all performance of its obligations under its lease; (iii) lease the LeasesMortgaged Property or any part thereof; (iv) act as agent or appoint a third person to act as agent for Mortgagor or Mortgagee with respect to the powers and rights granted herein; and (v) apply the Income to the payment of any taxes, cost of maintenance, repairs, expenses, incident to managing the Mortgaged Property or other charges or expenses or to repayment of all of the Mortgage debt secured hereby in such order of priority as Mortgagee may in its sole discretion determine. Such collection of rents shall not operate as an affirmance of the tenant or lease in the event Mortgaged Property should be acquired by Mortgagee. Mortgagee shall be liable to account only for the Income actually received by Mortgagee. In exercising any of the powers contained in this paragraph, Mortgagee may also take possession of, and for these purposes use, any and all personal property contained in the Mortgaged Property and used by Mortgagor represents and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally in the Leases and Rents; rental or leasing thereof or any part thereof. (b) no other This assignment of any interest leases and rents shall continue in effect until all the obligations secured by this Mortgage are paid in full and this Mortgage is discharged of record; provided, however, that so long as there is no Event of Default continuing uncured, the Mortgagor shall have the right to collect the Income. The Mortgagor shall not collect any of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion of rents from the Mortgaged Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 the time when the same shall become due under any lease or, in any event, more than one (1) month in advance. The Mortgagor shall not enter into, amend or modify or terminate any lease of the Mortgaged Property without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld. If the Mortgagee fails to respond to any such request for consent within ten (10) business days of receipt of such request, the Mortgagee's consent shall be deemed to have been given. The provisions of this paragraph are for the sole benefit of Mortgagee (or its accrual, successor in interest) and payment thereof has are not otherwise been forgiven, discounted or compromisedfor the benefit of any other party.

Assignment of Leases. 4.1. Mortgagor hereby absolutelyLEASES AFFECTING THE PREMISES 4.1 As part of the consideration for Secured Party’s entering into the Master Lease, presently Grantor absolutely and unconditionally conveys, assigns and transfers and assigns to Mortgagee Secured Party all of MortgagorGrantor’s right, title and interestinterest in, now existing to and under the Leases, including Xxxxxxx’s right, power and authority to modify the terms of any such Lease, or hereafter arisingextend or terminate any such Lease. It is the intention of Grantor to establish a present, in absolute and irrevocable transfer and assignment to Secured Party of all of Grantor’s right, title and interest in, to and under the Leases. Grantor and Secured Party intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the Premises. However, if this present, absolute and Rentsunconditional assignment of the Leases is not enforceable by its terms under the laws of the Property Jurisdiction, then the Leases shall be included as a part of the Premises and it is the intention of Grantor that in this circumstance this Agreement create and perfect a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement. 4.2 Until Secured Party gives Notice to Grantor of Secured Party’s exercise of its rights under this Section, Grantor shall have all rights, power and authority granted to Grantor under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease. Notwithstanding that this assignment is effective immediately, so long as no Upon the occurrence of an Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrualDefault, the Rentspermission given to Grantor pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall automatically terminate. Mortgagor Grantor shall receive comply with and hold such Rents observe Grantor’s obligations under all Leases, including Grantor’s obligations pertaining to the maintenance and disposition of Tenant Security Deposits. 4.3 The acceptance by Secured Party of the assignment of the Leases pursuant to Section 4.1 shall not at any time or in trust as a fund any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Except to the extent of Secured Party’s gross negligence or willful misconduct, Secured Party shall not be appliedliable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Premises. Prior to Secured Party’s actual entry into and Mortgagor hereby taking possession of the Premises, Secured Party shall not (i) be obligated to perform any of the terms, covenants and agrees that such Rents shall conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (ii) be so applied, first obligated to appear in or defend any action or proceeding relating to the Lease or the Premises; or (iii) be responsible for the operation, maintenance control, care, management or repair of the Premises or any portion of the Premises. The execution of this Agreement by Grantor shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Property Premises is and the payment shall be that of interestGrantor, principal prior to such actual entry and other sums becoming due taking of possession. 4.4 Upon delivery of Notice by Secured Party to Grantor of Secured Party’s exercise of Secured Party’s rights under the Liabilities, before retaining and/or disbursing this Section at 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 time after the occurrence of an Event of Default, and without the necessity of Secured Party entering upon and taking and maintaining control of the Premises directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction, Secured Party immediately shall have all Rents subsequently collected rights, powers and authority granted to Grantor under any Lease, including the right, power and authority to modify the terms of any such Lease, or received by Mortgagor extend or terminate any such Lease. 4.5 Grantor shall, promptly upon Secured Party’s request, deliver to Secured Party an executed copy of each residential Lease then in effect. All Leases for residential dwelling units shall be held in trust on forms approved by Mortgagor for the sole Secured Party and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leasesnot include options to purchase. 4.2. Mortgagor 4.6 Grantor 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; (b) no other assignment of any interest in any of the Leases or Rents has been made; (c) there are no leases or agreements to not lease all or any portion of the Premises for non-residential use except with the prior written consent of Secured Party and Secured Party’s prior written approval of the Lease agreement. Grantor shall not modify the terms of, or extend or terminate, any Lease for non-residential use (including any Lease in existence on the date of this Agreement) without the prior written consent of Secured Party. However, Secured Party’s consent shall not be required for (i) lease or license agreements for the provision of rooftop cable television, internet or personal communications systems that are with an entity not affiliated with Borrower or any Borrower affiliate, contain terms and provisions (including compensation) that are customary in the market where the Property now is located, and do not have any adverse effect on the value, operation, income or marketability of the Premises, or (ii) the modification or extension of a non-residential Lease if such modification or extension is on terms at least as favorable to Grantor as those customary at that time in effect except the applicable market and the income from the extended or modified Lease will not be less than the income received from the Lease as of the date of this Agreement. Grantor shall, without request by Secured Party, deliver an executed copy of each non-residential Lease to Secured Party promptly after such Lease is signed. All non-residential Leases, true and complete copies including renewals or extensions of which have been furnished existing Leases, shall specifically provide that (i) such Leases are subordinate to Mortgagee, and no written or oral modifications have been made theretoany lien in favor of Lender; (dii) there is no existing default the tenant shall attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the Premises by Mortgagor any purchaser at a foreclosure sale or by Lender in any manner; (iii) the tenant under agrees to execute such further evidences of attornment as Lender or any purchaser at a foreclosure sale may from time to time request; (iv) the Lease shall not be terminated by foreclosure or any other transfer of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute Premises; (v) after a default under any foreclosure sale of the Leases andPremises, to the best of MortgagorLender or any other purchaser at such foreclosure sale may, at Lender’s knowledgeor such purchaser’s option, no tenant has any defenses, set-offs accept or counterclaims against Mortgagor; (e) the Leases are in full force and effectterminate such Lease; and (fvi) Mortgagor has the tenant shall, upon receipt after the occurrence of an Event of Default of a written request from Secured Party, pay all Rents payable under the Lease to Secured Party. 4.7 Grantor shall not accepted receive or accept Rent under any Lease (whether residential or non-residential) for more than thirty (30) days one month in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromisedadvance.

Assignment of Leases. 4.1. (a) Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all Leases and Rents. This conveyance, transfer and assignment are intended to be and shall constitute an unconditional, absolute and present assignment from Mortgagor to Mortgagee of all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest in and to the Leases and RentsRents (subject to subsections (b) and (c) hereof), and not an assignment in the nature of a pledge of such Leases and Rents or the mere grant of a security interest therein. This conveyance, transfer and assignment are effective immediately and shall continue in effect until the Obligations are paid in full and this Mortgage is canceled or discharged of record. Notwithstanding that this assignment is effective immediatelythe foregoing, so long as no Event of Default (as defined below) exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property Mortgaged Premises and to collect, as they become due, but not prior to accrual, the Rents. Such license granted to Mortgagor shall be immediately revoked without further notice or demand upon the occurrence of an Event of Default. In such event, Mortgagor shall receive and hold such Rents Rents, as well as the privilege and license to receive 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 Mortgaged Premises and the payment of interest, principal and other sums becoming due under the LiabilitiesObligations, before retaining and/or disbursing any part of the Rents for any other purpose. The license herein granted . (b) Notwithstanding any legal presumption to the contrary, Mortgagee shall not be obligated by reason of its acceptance of any Rent to perform any obligation of Mortgagor shall automatically, without notice or under any other action by Mortgagee, terminate upon of the occurrence of an Event of DefaultLeases, and all Rents subsequently collected or received by Mortgagor Mortgagee shall not, prior to Mortgagee’s entry upon and actually taking physical possession of the Mortgaged Premises, be held deemed a mortgagee in trust by Mortgagor for possession. (c) This conveyance, transfer and assignment and/or the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of RentsRents hereunder are not intended, and they shall not be construed as imposing on construed, to operate to place responsibility upon Mortgagee for: (1) the control, care, operation, management or repair of the Mortgaged Premises; (2) the performance of any of the obligations terms or conditions of the lessor under Leases; (3) any waste committed on, or any dangerous or defective condition at the LeasesMortgaged Premises unless caused by Mortgagee; or (4) any negligence in the control, care, operation, management or repair of the Mortgaged Premises, resulting in loss or injury or death to any tenant, licensee, employee or other person or loss of or damage to the Mortgaged Premises of any of the foregoing unless caused by Mortgagee; it being the intent of the parties that the responsibility and liability for the aforesaid matters shall remain solely with Mortgagor. Mortgagee assumes no liability for any security deposited with Mortgagor by any tenant unless and until such deposits are specifically transferred and delivered to Mortgagee. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. 4.2 Mortgagor represents and warrants that: to Mortgagee as follows: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rentsthe Rents thereunder; (b) 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 portion of the Property such Mortgaged Premises now in effect effect, except Borrower EP MEDSYSTEMS, INC., leases/occupies the Leasesentirety of the Mortgaged Premises without benefit of any lease agreement, true and complete copies all of which have been furnished to Mortgagee, and no written or oral modifications lease/occupancy rights have been made theretosubordinate to this Mortgage by the Subordination of Lease given below by Borrower EP MEDSYSTEMS, INC.; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases and, to the best of Mortgagor’s knowledge, no tenant Mortgagor has any defenses, set-offs not done anything which might prevent Mortgagee from or counterclaims against Mortgagorlimit Mortgagee in operating under or exercising the rights granted to Mortgagee hereunder; (e) the Leases are in full force and effect; and (f) Mortgagor has not accepted Rent under any Lease or occupancy charges from Borrower EP MEDSYSTEMS, INC., more than thirty (30) days in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromised; and (f) Mortgagor has not received any security funds or deposits from Borrower EP MEDSYSTEMS, INC. 4.3 Mortgagor covenants and agrees that Mortgagor will perform all of its obligations, as landlord, under the Leases and will enforce the performance by tenants of all of their respective obligations under the Leases, and will not do or permit to be done anything to impair the enforceability thereof. (a) Mortgagor covenants and agrees that Mortgagor will not, without the prior written consent of Mortgagee in each instance: (1) accept or collect the Rent under any Lease more than one month in advance of the due date thereof; (2) discount, forgive, encumber or assign the Rents or any part thereof or any Lease or any interest therein; (3) enter into a written lease agreement with Borrower EP MEDSYSTEMS, INC.; (4) subordinate any Lease to any mortgage (except for this Mortgage) or other encumbrance; (5) consent to any assignment of or subletting under any Lease; (6) cancel or terminate any Lease or accept a surrender thereof; (7) release any guarantor or surety of any tenant’s obligations under any of the Leases; or (8) enter into any Lease subsequent to the date hereof. (b) Any of the foregoing acts, if done without the prior written consent of Mortgagee in each instance, shall be null and void. 4.5 Mortgagor covenants and agrees to furnish to Mortgagee, upon prior written request, but in no event more than three times per calendar year: (a) a complete list, as of the date of such request, of all existing Leases and the Rents payable thereunder, and providing such further detail as Mortgagee may reasonably request; (b) executed or certified copies of all existing Leases and any modifications or amendments thereto; and (c) specific, separate assignments of any future Leases duly executed and acknowledged by Mortgagor. 4.6 Mortgagee may elect, at its sole option (upon prior written notice prior to the occurrence of an Event of Default but without notice after the occurrence of an Event of Default), and without releasing Mortgagor from any obligation hereunder or under the Leases, to discharge any obligation under the Leases which Mortgagor fails to discharge, including without limitation, defending, at its own cost and expense, any action brought against Mortgagor or Mortgagee with respect thereto, and all sums expended by Mortgagee in connection therewith, including costs, expenses and reasonable attorneys’ fees, shall be included in the Obligations, and shall be due and payable on demand, together with interest from the date of default at the Default Rate set forth in the Revolving Note or the Term Note (whichever is higher), such interest to be calculated from the date of such advance to the date of repayment thereof. This Section shall survive the repayment of the Obligations and the release or discharge of this Mortgage.

Assignment of Leases. 4.1. As additional security for the payment and performance of the Obligations, the Mortgagor hereby absolutely, presently and unconditionally conveysgrants, transfers and assigns to the Mortgagee all of Mortgagor’s its right, title and interest, now existing or hereafter arising, interest in and to any and all Leases and Lease Guaranties. The Mortgagee shall not be deemed by virtue of this assignment to have assumed any of the lessor's obligations, duties or liabilities under or in connection with the Leases and Rents. Notwithstanding that this assignment is effective immediatelyor Lease Guaranties, so long as no Event of Default exists, which obligations the Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 perform and observe as if this assignment had not been made. In addition to the operationremedies hereinafter set forth in this Mortgage, 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 after the occurrence of an Event of DefaultDefault hereunder, the Mortgagee shall be entitled, either with or without taking possession of the Mortgaged Property, to demand, sue xxx or otherwise collect and receive all of the Rents, including those past due and unpaid, reserved to the lessor under the terms of the Leases and upon receipt thereof, the Mortgagee shall apply said amounts collected to the indebtedness secured hereby. The Mortgagor hereby authorizes all Lessees and guarantors under the Lease Guaranties, upon receipt of written notice from the Mortgagee that an Event of Default has occurred hereunder, to pay over all Rent at any time owed under the Leases to the Mortgagee in lieu of the Mortgagor. The Mortgagor shall and does hereby agree to defend, with counsel acceptable to the Mortgagee, indemnify and hold the Mortgagee harmless from any and all Rents subsequently collected claims, demands, losses, damages, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys' fees and expenses and court costs, which the Mortgagee shall sustain or received by Mortgagor reasonably incur arising out of or in connection with the Leases or the enforcement of this indemnification. Any Lessee (and any guarantor of such Lessee's obligations under the applicable Lease) shall be held in trust deemed by Mortgagor for virtue of said Lessee's occupancy of the sole Mortgaged Property, to have agreed to the terms of this assignment and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by shall be entitled to rely conclusively on any written notice from the Mortgagee of Rentsthe existence of an Event of Default under this Mortgage. Upon receipt of such written notice, shall be construed as imposing on Mortgagee any each Lessee (or guarantor of the obligations of such Lessees under the applicable Lease) shall pay over to the Mortgagee, on the dates set forth under the applicable Lease (except as to those amounts past due and unpaid, which amounts shall be payable immediately to the Mortgagee upon receipt of such written notice), all Rent required to be made to the lessor under pursuant to such Lease. The indemnification provisions of this Section 10 shall survive the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents complete payment and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other assignment of any interest in any performance of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion Obligations and the foreclosure of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedthis Mortgage.

Assignment of Leases. 4.1. Mortgagor A. Mortgagors hereby assign to Mortgagee, directly and absolutely, presently and unconditionally conveysnot merely collaterally, transfers the rents, issues, profits, royalties and assigns payments payable under any lease of the Mortgaged Property, or portion thereof, including any oil, gas or mineral lease, subject only to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby by Mortgagee to operate and manage the Property and Mortgagors with respect thereto to collect, as they become duereceive and retain all such rents, but not issues, profits, royalties and payments payable under any lease of the Mortgaged Property prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default hereunder and the continuance thereof. Upon the occurrence of any Event of Default, the license granted in the immediately preceding sentence shall cease and terminate, with or without any additional notice, action or proceeding or the intervention of a receiver appointed by a court. Mortgagee, without regard to the adequacy of any security for the Indebtedness hereby secured, shall be entitled to (a) collect such rents, issues, profits, royalties and payments and apply the same as more particularly set forth in this paragraph, all without taking possession of the Mortgaged Property, or (b) enter and take possession of the Mortgaged Property, or any part thereof, in person, by agent, or by a receiver to be appointed by the court and to sue for or otherwise collect such rents, issues, profits, royalties and payments. Mortgagee may apply any such rents, issues, profits, royalties and payments so collected, less costs and expenses of operation and collection, including reasonable attorneys' fees and costs and reasonable attorneys' fees and costs on appeal, upon any principal, interest and all Rents subsequently collected or received by Mortgagor other indebtedness secured hereby, at Mortgagee's option and in such order as Mortgagee may determine and, if such costs and expenses and reasonable attorneys' fees and costs shall exceed the amount collected, the excess shall be held immediately due and payable. The collection of such rents, issues, profits, royalties and payments and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done pursuant to such notice, except to the extent any such Event of Default is fully cured. Failure or discontinuance of Mortgagee at any time, or from time to time, to collect any such moneys shall not impair in trust any manner the subsequent enforcement by Mortgagor for Mortgagee of the sole right, power and exclusive benefit of authority herein conferred on Mortgagee. Nothing contained in this Section 4.1herein, and no collection including the exercise of any right, power or authority herein granted to Mortgagee, shall be, or be construed to be, an affirmation by Mortgagee of Rentsany tenancy, lease or option, or an assumption of liability under, or the subordination of the lien or charge or this Mortgage to any such tenancy, lease or option. Mortgagors hereby agree that, in the event Mortgagee exercises its rights as in this paragraph provided, Mortgagors waive any right to compensation for the use of Mortgagors' furniture, furnishings or equipment in the Mortgaged Property for the period such assignment of rents or receivership is in effect, it being understood that the rents, issues, profits, royalties and payments derived from the use of any such items shall be construed applied to Mortgagors' obligations hereunder as imposing on Mortgagee any of the obligations of the lessor under the Leasesabove provided. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of MortgagorLandlord’s right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Mortgage and the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in miring by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender’s agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby Landlord covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Mortgage and/or the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Mortgage and the Assignment of the Property now in effect except the Leases, true and complete copies Lender assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Mortgage and/or the Assignment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. 4.1 Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. 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; (b) 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 portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedif any.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Security Deed and the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to be paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Security Deed or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Security Deed and the Assignment of Leases, the Lease cannot be terminated (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Security Deed and the Assignment of the Property now in effect except the Leases, true and complete copies Lender assumes no duty, liability or obligation under the Lease, except only under the circumstances, terms and conditions specifically set forth in the Security Deed and the Assigment of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee TOGETHER WITH all of Mortgagor’s right, title and interest, now existing or hereafter arising, interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Leases property described in paragraphs (A), (B) and Rents. Notwithstanding that this assignment is effective immediately(C) hereof, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease and to carry out the rights and responsibilities of Landlord under such leases, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but is not prior to accrual, the Rents. Mortgagor shall receive and 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 purposedefault hereunder. The license herein granted foregoing assignment of any lease shall not be deemed to Mortgagor shall automatically, without notice or any other action by Mortgagee, terminate impose upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and Mortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases affecting the Leases. 4.2property described in paragraphs (A), (B) and (C) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall timely perform specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of its obligations Mortgagor in and to any and all leases now or hereafter on or affecting the Mortgaged Property, together with all security therefor and all monies payable thereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease and to carry out the Leasesrights and responsibilities of Landlord, so long as Mortgagor is not in default hereunder. Mortgagor represents This instrument constitutes an absolute and warrants that: (a) Mortgagor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) no other present 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 portion of rents, royalties, issues, profits, revenue, income and other benefits from the Property now in effect except the LeasesMortgaged Property, true and complete copies of which have been furnished to Mortgageesubject, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases andhowever, to the best conditional permission given to Mortgagor to collect, receive, take, use and enjoy the same as provided hereinabove; provided, further, that the evidence or exercise of such right or Mortgagor shall not operate to subordinate this assignment to any subsequent assignment, in whole or in part, by Mortgagor’s knowledge, no tenant has any defenses, set-offs or counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedany such subsequent assignment by Mortgagor shall be subject to the rights of Mortgagee hereunder.

Assignment of Leases. 4.1. Mortgagor hereby absolutelyLEASES AFFECTING THE MORTGAGED PROPERTY. (a) As part of the consideration for the Indebtedness, presently Borrower absolutely and unconditionally conveys, assigns and transfers and assigns to Mortgagee Lender all of Mortgagor’s Borrower's right, title and interestinterest in, now existing to and under the Leases, including Borrower's right, power and authority to modify the terms of any such Lease, or hereafter arisingextend or terminate any such Lease. It is the intention of Borrower to establish a present, in absolute and irrevocable transfer and assignment to Lender of all of Borrower's right, title and interest in, to and under the Leases. Borrower and Lender intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to be a part of the Mortgaged Property. However, if this present, absolute and Rentsunconditional assignment of the Leases is not enforceable by its terms under the laws of the Property Jurisdiction, then the Leases shall be included as a part of the Mortgaged Property and it is the intention of the Borrower that in this circumstance this Instrument create and perfect a lien on the Leases in favor of Lender, which lien shall be effective as of the date of this Instrument. (b) Until Lender gives Notice to Borrower of Lender's exercise of its rights under this Section 4, Borrower shall have all rights, power and authority granted to Borrower under any Lease (except as otherwise limited by this Section or any other provision of this Instrument), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease. Notwithstanding Upon the occurrence of an Event of Default and during the continuance of such Event of Default, the permission given to Borrower pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall automatically terminate. Borrower shall comply with and observe Borrower's obligations under all Leases, including Borrower's obligations pertaining to the maintenance and disposition of tenant security deposits. (c) Borrower acknowledges and agrees that the exercise by Lender, either directly or by a receiver, of any of the rights conferred under this assignment is effective immediately, Section 4 shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as no Event Lender has not itself entered into actual possession of Default existsthe Land and the Improvements. The acceptance by Lender of the assignment of the Leases pursuant to Section 4(a) shall not at any time or in any event obligate Lender to take any action under this Instrument or to expend any money or to incur any expenses. Except to the extent of Lender's gross negligence or willful misconduct, Mortgagor Lender shall have not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the privilege under a revocable license granted hereby Mortgaged Property. Prior to operate Lender's actual entry into and manage taking possession of the Property and Mortgaged Property, Lender shall not (i) be obligated to collectperform any of the terms, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor hereby covenants and agrees that such Rents shall conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (ii) be so applied, first obligated to appear in or defend any action or proceeding relating to the Lease or the Mortgaged Property; or (iii) be responsible for the operation, maintenance control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property. The execution of this Instrument by Borrower shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Mortgaged Property is and shall be that of Borrower, prior to such actual entry and taking of possession. (d) Upon delivery of Notice by Lender to Borrower of Lender's exercise of Lender's rights under this Section 4 at any time after the payment occurrence of interestan Event of Default and during the continuance of such Event of Default, principal and without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, by a receiver, or by any other sums becoming due manner or proceeding permitted by the laws of the Property Jurisdiction, Lender immediately shall have all rights, powers and authority granted to Borrower under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. (e) Borrower shall, promptly upon Lender's request, deliver to Lender an executed copy of each residential Lease then in effect. All Leases for residential dwelling units shall be on forms approved by Lender, shall be for initial terms of at least six months and not more than two years, and shall not include options to purchase. (f) Borrower shall not (i) enter into any Lease for any portion of the Mortgaged Property for non-residential use ("Non-Residential Lease") which is not in existence as of the date of this Instrument ("New Non-Residential Lease") or (ii) modify the terms of or extend any Non-Residential Lease (including any Non-Residential Lease in existence on the date of this Instrument) ("Modified Non-Residential Lease") except as set forth below without the prior written consent of Lender; provided, however, Lender’s consent shall not be required for Borrower to enter into a New Non-Residential Lease or a Modified Non-Residential Lease, provided that such New Non-Residential Lease or Modified Non-Residential Lease satisfies the following requirements: (i) the tenant under the Liabilities, before retaining and/or disbursing any part New Non-Residential Lease is not an Affiliate of the Rents Borrower or any guarantor; (ii) the terms of the New Non-Residential Lease or Modified Non-Residential Lease are at least as favorable to Borrower as those customary in the applicable market on the date Borrower enters into such Lease; (iii) the rents paid to the Borrower pursuant to the New Non-Residential Lease or Modified Non-Residential Lease are not less than 90% of the rents paid to Borrower pursuant to the Non-Residential Lease for that portion of the Mortgaged Property which was in effect prior to the New Non-Residential Lease or Modified Non-Residential Lease; (iv) the term of the New Non-Residential Lease or Modified Non-Residential Lease, including any option to extend, is 10 years or less; (v) the New Non-Residential Lease or Modified Non-Residential Lease must provide that the space may not be used or operated, in whole or in part, for any of the following: (1) the operation of a so-called “head shop” or other purpose. The license herein granted business devoted to Mortgagor shall automaticallythe sale of articles or merchandise normally used or associated with illegal or unlawful activities such as, but not limited to, the sale of paraphernalia used in connection with marijuana or controlled drugs or substances, (2) a gun shop, shooting gallery or firearms range, (3) a so-called massage parlor or any business which sells, rents or permits the viewing of so-called “adult” or pornographic materials such as, but not limited to, adult magazines, books, movies, photographs, sexual aids, sexual articles and sex paraphernalia, (4) any use involving the sale or distribution of any flammable liquids, gases or other Hazardous Materials as defined under this Instrument, (5) an off-track betting parlor or arcade, (6) a liquor store or other business whose primary business is the sale of alcoholic beverages for off-site consumption, (7) a burlesque or strip club, or (8) any other illegal activity; and (vi) the aggregate of the income derived from the space leased pursuant to the New Non-Residential Lease accounts for less than 20% of the gross income of the Mortgaged Property on the date which Borrower enters into the New Non-Residential Lease. (g) Borrower shall, without notice request by Lender, deliver a fully executed copy of each Non-Residential Lease to Lender promptly after such Lease is signed. (h) All Non-Residential Leases regardless of whether Lender's consent or approval is required, including renewals or extensions of existing Leases, shall specifically provide that: (i) such Leases are subordinate to the lien of this Instrument; (ii) the tenant shall attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a foreclosure sale or by Lender in any manner; (iii) the tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a foreclosure sale may from time to time request; (iv) such Lease shall not be terminated by foreclosure or any other action by MortgageeTransfer of the Mortgaged Property unless, subject to any Subordination, Non-Disturbance and Attornment Agreement, Lender affirmatively elects to terminate such Lease; and (v) the tenant shall, upon receipt of a written request from Lender after the occurrence of an Event of Default, and pay all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor payable under the Leasessuch Lease to Lender. 4.2. Mortgagor (i) Borrower 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; (b) no other assignment of any interest in any of the Leases not receive or Rents has been made; (c) there are no leases or agreements to lease all or any portion of the Property 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; (d) there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims against Mortgagor; (e) the Leases are in full force and effect; and (f) Mortgagor has not accepted accept Rent under any Lease (whether residential or Non-Residential) for more than thirty two months in advance. (30j) days If Borrower is a cooperative housing corporation or association, notwithstanding anything to the contrary contained in advance this subsection or in Section 21, so long as Borrower remains a cooperative housing corporation or association and is not in breach of any covenant of this Instrument, Lender hereby consents to: (i) the execution of leases of apartments for a term in excess of two years from Borrower to a tenant shareholder of Borrower, so long as such leases, including proprietary leases, are and will remain subordinate to the lien of this Instrument; and (ii) the surrender or termination of such leases of apartments where the surrendered or terminated lease is immediately replaced or where the Borrower makes its accrualbest efforts to secure such immediate replacement by a newly executed lease of the same apartment to a tenant shareholder of the Borrower. However, and payment thereof has not otherwise been forgivenno consent is hereby given by Lender to any execution, discounted surrender, termination or compromisedassignment of a lease under terms that would waive or reduce the obligation of the resulting tenant shareholder under such lease to pay cooperative assessments in full when due or the obligation of the former tenant shareholder to pay any unpaid portion of such assessments.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not more than thirty (30) days prior to accrual, the Rents. Mortgagor shall receive and 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 Event of DefaultDefault provided the same continues beyond any applicable notice and cure period, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by of Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 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; (b) no other assignment of any interest in any of the Leases or Rents has been mademade by Mortgagor; (c) there are no leases or agreements to lease all or any portion of the Property now in effect except the Leasesleases, true and complete copies of which have been furnished to Mortgagee, and no written or oral modifications have been made thereto; (d) to the best of Mortgagor’s knowledge, there is no existing default by Mortgagor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromised. 4.3. Mortgagor shall not, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld or delayed: (a) enter into any lease of all or any portion of the Property; (b) amend, modify, terminate or accept a surrender of any Lease; or (c) collect or accept rent from any tenant of the Property for a period of more than one month in advance. Any of the foregoing acts, if done without the prior written consent of Mortgagee in each instance, shall be null and void.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently This Mortgage is also an absolute and unconditionally conveys, transfers and assigns unconditional assignment to Mortgagee of all of Mortgagor’s rightLeases and Income, title and interest, whether now existing in existence or hereafter arising, for the purpose of vesting in and to Mortgagee a first priority, perfected security interest in the Leases and Rentsthe Income. Notwithstanding Mortgagor hereby assigns, transfers and sets over to Mortgagee all Leases, all Income and all rights of Mortgagor to enforce the Leases and collect the Income. This assignment includes any award received or receivable by Mortgagor in any legal proceeding involving any tenant under a Lease whether under the Bankruptcy Code or otherwise. Mortgagor shall notify any person which Mortgagee may from time to time specify that this assignment is effective immediately, so the Income should be paid directly to Mortgagee and that any modification of the Leases must be approved by Mortgagee. So long as no Event of Default existsis then continuing, Mortgagor shall have a license, revocable at the privilege under a revocable license granted hereby will of Mortgagee, to operate enforce the Leases and manage collect the Property and to collect, as they become due, but not prior to accrual, the RentsIncome. Mortgagor shall receive hereby authorizes and hold such Rents directs that all other parties now or hereafter owing or paying Income under any Lease or now or hereafter having in trust as a fund to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first their possession or control any Income from or allocated to the operationMortgaged Property, maintenance or any part thereof, shall, upon the request of Mortgagee and repair until Mortgagee directs otherwise, pay and deliver such Income directly to Mortgagee at Mortgagee’s address set forth below, or in such other manner as Mortgagee may direct such parties in writing and this authorization shall continue until this Mortgage is released of the Property and the payment of interest, principal and other sums becoming due record. No payor making payments to Mortgagee at its request 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing assignment contained in this Section 4.1Mortgage shall have any responsibility to see to the application of any of such funds, and no collection by any party paying or delivering Income to Mortgagee of Rents, under such assignment shall be construed released thereby from any and all liability to Mortgagor to the full extent and amount of all such Income so delivered. Notwithstanding any legal presumption to the contrary, Mortgagee shall not be obligated by reason of its acceptance of this assignment to perform any obligation of Mortgagor as imposing on Mortgagee any of the obligations of the lessor under any Lease. Neither the Leases. 4.2. Mortgagor shall timely perform all acceptance of its obligations this assignment nor the collection of Income 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; (b) no other assignment shall constitute a waiver of any interest in rights of Mortgagee hereunder or under the Note or constitute a cure of any of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion of the Property 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; (d) there is no existing default by Mortgagor hereunder or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedthereunder.

Assignment of Leases. 4.1. Mortgagor Grantor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee Beneficiary all of MortgagorGrantor’s right, title and interest, now existing or hereafter arising, in and to the Leases and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event of Default exists, Mortgagor Grantor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor Grantor shall receive and hold such Rents in trust as a fund to be applied, and Mortgagor Grantor 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 Grantor shall automatically, without notice or any other action by MortgageeBeneficiary, terminate upon the occurrence of an Event of Default, and all Rents subsequently collected or received by Mortgagor Grantor shall be held in trust by Mortgagor Grantor for the sole and exclusive benefit of MortgageeBeneficiary. Nothing contained in this Section 4.1, and no collection by Mortgagee Beneficiary of Rents, shall be construed as imposing on Mortgagee Beneficiary any of the obligations of the lessor under the Leases. 4.2. Mortgagor Grantor shall timely perform all of its obligations under the Leases. Mortgagor Grantor represents and warrants that: ( a) Mortgagor Grantor has title to and full right to assign presently, absolutely and unconditionally the Leases and Rents; (b) 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 portion of the Property now in effect except the Leases, true and complete copies of which have been furnished to MortgageeBeneficiary, and no written or oral modifications have been made thereto; (d) there is no existing default by Mortgagor Grantor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases and, to the best of MortgagorGrantor’s knowledge, no tenant has any defenses, set-offs or counterclaims against MortgagorGrantor; (e) the Leases are in full force and effect; and (f) Mortgagor Grantor has not accepted Rent under any Lease more than thirty (30) days in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromised.

Assignment of Leases. 4.1. Mortgagor Tenant hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee acknowledges that all of Mortgagor’s Landlord's right, title and interestinterest as lessor under the Lease is being duly assigned to Lender pursuant to the terms of the Mortgage and the Assignment of Leases, now existing and that pursuant to the terms thereof all rental payments under the Lease shall continue to he paid to Landlord in accordance with the terms of the Lease unless and until Tenant is otherwise notified in writing by Lender. Upon receipt of any such written notice from Lender, Tenant covenants and agrees to make payment of all rental payments then due or hereafter arising, to become due under the Lease directly to Lender or to Lender's agent designated in such notice and to the Leases continue to do so until otherwise notified in writing by Lender. Landlord hereby irrevocably directs and Rents. Notwithstanding that this assignment is effective immediately, so long as no Event authorizes Tenant to make rental payments directly to Lender following receipt of Default exists, Mortgagor shall have the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund to be appliednotice, and Mortgagor hereby covenants and agrees that Tenant shall have the right to rely on such Rents shall be so appliednotice without any obligation to inquire as to whether any default exists under the Mortgage or the Assignment of Leases or the indebtedness secured thereby, first and notwithstanding any notice or claim of Landlord 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 Event of Defaultcontrary, and all Rents subsequently collected that Landlord shall have no right or received claim against Tenant for or by Mortgagor shall be held in trust reason of any rental payments made by Mortgagor for the sole Tenant to Lender following receipt of such notice. Tenant further acknowledges and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its obligations under the Leases. Mortgagor represents and warrants thatagrees: (a) Mortgagor has title that under the provisions of the Mortgage and the Assignment of Leases, the Lease cannot be terminated by Landlord (nor can Landlord accept any surrender of the Lease) or modified in any of its terms, or consent be given to the waiver or, release of Tenant from the performance or observance of any obligation under the Lease, without the prior written consent of Lender, and full right to assign presently, absolutely without such consent no rent may be collected or accepted by Landlord more than one month in advance; and unconditionally the Leases and Rents; (b) no other assignment that the interest of any interest in any of Landlord as lessor under the Leases or Rents Lease has been made; (c) there are no leases or agreements assigned to lease all or any portion Lender for the purposes specified in the Mortgage and the Assignment of the Property now in effect except the Leases, true and complete copies of which have been furnished to MortgageeLender assumes no duty, and no written liability or oral modifications have been made thereto; (d) there is no existing default by Mortgagor or by any tenant obligation under any of the LeasesLease, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedexcept as may be specifically provided for herein.

Assignment of Leases. 4.1. Mortgagor hereby absolutely, presently and unconditionally conveys, transfers and assigns to Mortgagee all of Mortgagor(a) Tenant acknowledges that Landlord’s right, title title, and interest, now existing or hereafter arising, in and interest as Landlord under the Lease is assigned to Mortgagee pursuant to the Leases provisions of the Assignment and Rents. Notwithstanding that this assignment is effective immediatelypursuant to the provisions of the Assignment, so long as no Event of Default exists, Mortgagor shall have rent under the privilege under a revocable license granted hereby to operate and manage the Property and to collect, as they become due, but not prior to accrual, the Rents. Mortgagor shall receive and hold such Rents in trust as a fund Lease continues to be applied, and Mortgagor hereby covenants and agrees that such Rents shall be so applied, first paid to Landlord in accordance with the operation, maintenance and repair provisions of the Property Lease unless and the payment until Tenant is otherwise notified in writing by Mortgagee. From and after Tenant's receipt of interestwritten notice from Mortgagee (a Rent Payment Notice), principal Tenant must pay all rent to Mortgagee, or as Mortgagee directs in writing, until such time as Mortgagee directs otherwise in writing. Tenant must comply with any Rent Payment Notice notwithstanding any contrary instruction, direction, or assertion from Landlord. Neither Mortgagee's delivery to Tenant of a Rent Payment Notice nor Tenant's compliance with a Rent Payment Notice is to be deemed to (i) cause Mortgagee to succeed to or to assume any obligations and other sums becoming due responsibilities as Landlord under the LiabilitiesLease, 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 Event of Default, and all Rents subsequently collected or received by Mortgagor shall be held in trust by Mortgagor for the sole and exclusive benefit of Mortgagee. Nothing contained in this Section 4.1, and no collection by Mortgagee of Rents, shall be construed as imposing on Mortgagee any of the obligations of the lessor under the Leases. 4.2. Mortgagor shall timely perform all of its which continue to be performed and discharged solely by Landlord, unless and until any attornment occurs pursuant to this Agreement; or (ii) relieve Landlord of any obligations under the LeasesLease. Mortgagor represents and warrants that: (a) Mortgagor has title Landlord irrevocably directs Tenant to and full right comply with any Rent Payment Notice, notwithstanding any contrary direction, instruction, or assertion by Landlord. Tenant is entitled to assign presently, absolutely and unconditionally the Leases and Rents; rely on any Rent Payment Notice. (b) Tenant is under no other assignment of duty to controvert or challenge any interest in any Rent Payment Notice. Tenant's compliance with a Rent Payment Notice must not be deemed to violate the Lease. Landlord releases Tenant from, and must indemnify and hold Tenant harmless, under the direction of the Leases or Rents has been made; (c) there are no leases or agreements to lease all or any portion Attorney General of the Property now Commonwealth of Massachusetts in effect except the Leasesaccordance with X. X. x. 12, true § 3, from and complete copies of which have been furnished to Mortgageeagainst any and all losses, claims, damages, liabilities, costs, and no written expenses (including by way of example and not limitation, payment of reasonable attorneys’ fees and disbursements) arising from any claim based upon Tenant's compliance with any Rent Payment Notice. Landlord must look solely to Mortgagee with respect to any claims Landlord may have on account of an incorrect or oral modifications have been made thereto; (d) there wrongful Rent Payment Notice. Tenant is no existing default by Mortgagor entitled to full credit under the Lease for any rent or by any tenant under any of the Leases, nor has any event occurred which due other sums paid to Mortgagee pursuant to a Rent Payment Notice to the passage of time, the giving same extent as if such Rent or failure other sums are paid directly to give notice, or both, 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 counterclaims 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 payment thereof has not otherwise been forgiven, discounted or compromisedLandlord.