Common use of Covenants, Representations and Warranties Concerning Leases and Rents Clause in Contracts

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the Rents or Leases and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the Rents or Leases and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.. February-16-2012

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the NL Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the Rents or Leases and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s 's reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except in accordance with the consent of Mortgagee Bank Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s 's expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Grantor covenants, represents and warrants that: (a) Mortgagor Grantor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor Grantor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor Grantor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor Grantor will not without the prior written consent of MortgageeHolder, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor Grantor will not, except in good faith where without the tenant is in material default thereunderprior written consent of Holder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Leasemore; (j) Mortgagor Grantor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor Grantor shall give prompt notice to MortgageeHolder, as soon as Mortgagor Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Grantor shall defend, at MortgagorGrantor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee Holder so requests, any such proceeding to which Mortgagee Holder is a party; (l) Mortgagor Grantor shall as often as requested in writing by MortgageeHolder, within ten (10) days of each request, deliver to Mortgagee Holder a complete rent roll of the Property in such detail as Mortgagee Holder may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorGrantor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Holder written notice of the assignment in Section 3.1 hereof in form and content satisfactory to MortgageeHolder; (m) promptly upon written request by MortgageeHolder, Mortgagor Grantor shall deliver to Mortgagee Holder executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, estates created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeHolder; and (o) Mortgagee Holder may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Deed of Trust to any Lease, without joinder or consent of, or notice to, MortgagorGrantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Deed of Trust to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereofhereof except in accordance with the terms of Exhibit I to the Loan Agreement, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenanttenant (except in accordance with the terms of Exhibit I to the Loan Agreement), reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with the terms of Exhibit I to the Loan Agreement or in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a LeaseLease (except with respect to leases of 5,000 square feet of rentable space or less), or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwiseotherwise (except with respect to leases of 5,000 square feet of rentable space or less); (i) Mortgagor will not, except in good faith where without the tenant is in material default thereunderprior written consent of Mortgagee, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standingstanding that is satisfactory to Mortgagee, in Mortgagee’s reasonable judgment, at least equivalent on terms not materially less favorable to that lessor than the terms of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled cancelled Lease; (j) Mortgagor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records in its possession or control relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageeMortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Trustor covenants, represents and warrants that: (ai) Mortgagor Trustor has good title to, and is the owner of the entire landlordlessor’s interest in, the Leases and Rents (if any) hereby assigned and has the authority to assign them; (bii) to the extent that any all Leases currently exist, all such Leases (if any) are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (eiv) no Rents have been waived, released, discounted, set off or compromisedcompromised in any material respect; (fv) except as stated in the Leases, Mortgagor Trustor has not received any material amount of funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (gvi) Mortgagor Trustor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (hvii) Mortgagor Trustor will not without the prior written consent of MortgageeBeneficiary, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any Lease after the date hereof, or or, in any material respect, waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month year in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; otherwise (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee Beneficiary so requests, Trustor shall cause the tenant under any such proceeding Lease consented to which Mortgagee is by Beneficiary to enter into a partysubordination agreement with Beneficiary satisfactory in the sole discretion of Beneficiary); (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (mviii) promptly upon written request by MortgageeBeneficiary, Mortgagor Trustor shall deliver to Mortgagee Beneficiary executed originals of all Leases and copies of all records relating thereto; (nix) there shall be no merger extinguishment by confusion of the leasehold estates, created by the Leases, with the fee estate ownership of the Land without the prior written consent of MortgageeBeneficiary; and (ox) Mortgagee Beneficiary may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Deed of Trust to any Lease, without joinder or consent of, or notice to, MortgagorTrustor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Deed of Trust to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Grantor covenants, represents and warrants that: (a) Mortgagor Grantor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor Grantor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor Grantor shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor Grantor will not without the prior written consent of MortgageeHolder, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-–free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor Grantor will not, except in good faith where without the tenant is in material default thereunderprior written consent of Holder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Leasemore; (j) Mortgagor Grantor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor Grantor shall give prompt notice to MortgageeHolder, as soon as Mortgagor Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Grantor shall defend, at Mortgagor’s Grantor's expense, any proceeding pertaining to any Lease, including, if Mortgagee Holder so requests, any such proceeding to which Mortgagee Holder is a party; (l) Mortgagor Grantor shall as often as requested in writing by MortgageeHolder, within ten (10) days of each request, deliver to Mortgagee Holder a complete rent roll of the Property in such detail as Mortgagee Holder may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorGrantor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Holder written notice of the assignment in Section 3.1 hereof in form and content satisfactory to MortgageeHolder; (m) promptly upon written request by MortgageeHolder, Mortgagor Grantor shall deliver to Mortgagee Holder executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, estates created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeHolder; and (o) Mortgagee Holder may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Deed of Trust to any Lease, without joinder or consent of, or notice to, MortgagorGrantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Deed of Trust to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Grantor covenants, represents and warrants that: (ai) Mortgagor Grantor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and has the authority to assign them; (bii) to the extent that any Leases currently existbest of Grantor's knowledge, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (fiv) except as stated in the Leases, Mortgagor Grantor has not received any funds funds, deposits or deposits Rents from any tenant or subtenant more than one (1) month in advance or for which credit has not already been made on account of accrued Rents; (gv) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor Grantor will not not, without the prior written consent of MortgageeGrantee, which consent shall not be unreasonably withheld, enter into any Lease after the date hereofhereof except for Leases covering an insubstantial portion of the unimproved Land, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (ivi) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor Grantor shall give prompt notice to MortgageeGrantee, as soon as Mortgagor Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Grantor shall defend, at Mortgagor’s Grantor's expense, any proceeding pertaining to any Lease, including, if Mortgagee Grantee so requests, any such proceeding to which Mortgagee Grantee is a party; (lvii) Mortgagor Grantor shall as often as requested in writing by MortgageeGrantee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Grantee written notice of the absolute assignment in Section 3.1 hereof in form and content satisfactory to MortgageeGrantee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records relating thereto; (nviii) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeGrantee; (ix) with respect to any Lease between Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, husband and wife, Lessor, and Triathlon Broadcasting of Lincoln, Inc., Lessee by assignment or otherwise, which has been assigned to Grantor as Lessor, Grantor shall not make any amendments or modifications thereto with the prior written consent of Grantee, which consent shall not be unreasonably withheld; and (ox) Mortgagee Grantee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Deed of Trust to any Lease, without joinder or consent of, or notice to, MortgagorGrantor, any tenant tenant, subtenant or any other person, and notice is hereby given to each tenant or subtenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Deed of Trust to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Trustor covenants, represents and warrants that: (a) Mortgagor Trustor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign themRents; (b) to the extent that any Leases currently existBeneficiary has been provided a complete and legible copy of all Leases, and all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor Trustor nor, to Trustor’s knowledge, any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been nor will they be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor Trustor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor Trustor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor Trustor will not not, without the prior written consent of MortgageeBeneficiary, enter into any Lease after for any portion of the Property that is materially different than the form of the Leases provided to Beneficiary as of the date hereofof this Instrument; (i) Trustor shall not, or without the prior written consent of Beneficiary, waive, release, discount, set off, compromise, reduce or defer compromise any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Leaseterm, approve or consent to an assignment of a any Lease or a subletting of to any part of the premises covered by a Leaseperson other than Beneficiary, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor deleted (k) Trustor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (k1) Mortgagor Trustor shall give prompt written notice to MortgageeBeneficiary, as soon as Mortgagor Trustor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the a Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Trustor shall defend, at MortgagorTrustor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee Beneficiary so requests, any such proceeding to which Mortgagee Beneficiary is a party; (lm) Mortgagor shall Trustor shall, as often as requested in writing by MortgageeBeneficiary, within ten (10) days of each request, deliver to Mortgagee Beneficiary a complete rent roll of the Property in such detail as Mortgagee Beneficiary may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorTrustor, and shall deliver to such of the tenants and others obligated under the Leases as may be specified by Mortgagee Beneficiary written notice of the assignment granted in Section 3.1 hereof this Section, in form and content satisfactory to MortgageeBeneficiary; (mn) promptly upon written request by MortgageeBeneficiary, Mortgagor Trustor shall deliver to Mortgagee Beneficiary executed originals of all Leases and copies of all records relating thereto; and (no) there shall be no merger of the leasehold estates, estates created by the Leases, with the fee estate of the Land Property without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any LeaseBeneficiary.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Grantor covenants, represents and warrants that: (ai) Mortgagor Grantor has good title to, and is the owner of the entire landlordlessor’s interest in, the Leases and Rents (if any) hereby assigned and has the authority to assign them; (bii) to the extent that any all Leases currently exist, all such Leases (if any) are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (eiv) no Rents have been waived, released, discounted, set off or compromisedcompromised in any material respect; (fv) except as stated in the Leases, Mortgagor Grantor has not received any material amount of funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (gvi) Mortgagor Grantor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (hvii) Mortgagor Grantor will not without the prior written consent of MortgageeBeneficiary, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any Lease after the date hereof, or or, in any material respect, waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month year in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; otherwise (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee Beneficiary so requests, Grantor shall cause the tenant under any such proceeding Lease consented to which Mortgagee is by Beneficiary to enter into a partysubordination agreement with Beneficiary satisfactory in the sole discretion of Beneficiary); (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (mviii) promptly upon written request by MortgageeBeneficiary, Mortgagor Grantor shall deliver to Mortgagee Beneficiary executed originals of all Leases and copies of all records relating thereto; (nix) there shall be no merger extinguishment by confusion of the leasehold estates, created by the Leases, with the fee estate ownership of the Land without the prior written consent of MortgageeBeneficiary; and (ox) Mortgagee Beneficiary may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Deed of Trust to any Lease, without joinder or consent of, or notice to, MortgagorGrantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Deed of Trust to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Grantor covenants, represents and warrants that: (ai) Mortgagor Grantor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (bii) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (eiv) except as disclosed in writing to Holder in the rent roll for the Mortgaged Property or otherwise, no Rents have been waived, released, discounted, set off or compromised; (fv) except as stated in the Leases, Mortgagor Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (gvi) Mortgagor Grantor shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (hvii) Mortgagor except as may be described in the standard form tenant lease approved by Holder, or as may be consistent with good marketing practice for residential apartments in the vicinity of and of similar quality to the Premises, Grantor will not without the prior written consent of MortgageeHolder, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (iviii) Mortgagor Grantor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, standing at least equivalent to that of the tenant whose Lease was canceledcancelled, on substantially the same terms as the terminated or canceled cancelled Lease; (jix) Mortgagor Grantor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (kx) Mortgagor Grantor shall give prompt notice to MortgageeHolder, as soon as Mortgagor Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Grantor shall defend, at Mortgagor’s Grantor's expense, any proceeding pertaining to any Lease, including, if Mortgagee Holder so requests, any such proceeding to which Mortgagee Holder is a party; (lxi) Mortgagor Grantor shall as often as requested in writing by MortgageeXxxxxx, within ten (10) business days of each request, deliver to Mortgagee Holder a complete rent roll of the Mortgaged Property in such detail as Mortgagee Holder may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorGrantor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Holder written notice of the assignment in Section 3.1 hereof in form and content satisfactory to MortgageeHolder; (mxii) promptly upon written request by MortgageeXxxxxx, Mortgagor Grantor shall deliver to Mortgagee Holder executed originals copies of all Leases and copies of all records relating thereto; (nxiii) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeHolder; and (oxiv) Mortgagee Holder may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, MortgagorGrantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereofhereof except in accordance with the terms of Exhibit I to the Loan Agreement, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenanttenant (except in accordance with the terms of Exhibit I to the Loan Agreement), reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with the terms of Exhibit I to the Loan Agreement or in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a LeaseLease (except with respect to leases of 5,000 square feet of rentable space or less), or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwiseotherwise (except with respect to leases of 5,000 square feet of rentable space or less); (i) Mortgagor will not, except in good faith where without the tenant is in material default thereunderprior written consent of Mortgagee, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standingstanding that is satisfactory to Mortgagee, in Mortgagee’s reasonable 's judgment, at least equivalent on terms not materially less favorable to that lessor than the terms of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled cancelled Lease; (j) Mortgagor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s 's expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records in its possession or control relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageeMortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor The Grantor covenants, represents and warrants that: (a) Mortgagor the Grantor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor the Grantor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted EncumbranceException, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person Person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor the Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor the Grantor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor the Grantor will not without the prior written consent of Mortgageethe Beneficiary, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any RentRents, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor the Grantor will not, except in good faith where without the tenant is in material default thereunderprior written consent of the Beneficiary, which shall not be unreasonably withheld, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Leasemore; (j) Mortgagor the Grantor will not execute any Lease except in accordance with this Deed of Trust and the consent of Mortgagee other Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor the Grantor shall give prompt notice to Mortgageethe Beneficiary, as soon as Mortgagor the Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against RentRents, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor the Grantor shall defend, at Mortgagorthe Grantor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee the Beneficiary so requests, any such proceeding to which Mortgagee the Beneficiary is a party; (l) Mortgagor the Grantor shall as often as requested in writing by Mortgageethe Beneficiary, within ten (10) days of each request, deliver to Mortgagee the Beneficiary a complete rent roll of the Property in such detail as Mortgagee the Beneficiary may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagorthe Grantor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee the Beneficiary written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgageethe Beneficiary; (m) promptly upon written request by Mortgageethe Beneficiary, Mortgagor the Grantor shall deliver to Mortgagee the Beneficiary executed originals of all Leases and copies of all records relating thereto; and (n) there shall be no merger of the leasehold estates, estates created by the Leases, Leases with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any LeaseBeneficiary.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Grantor covenants, represents and warrants that: (ai) Mortgagor Grantor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (bii) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (eiv) no Rents have been waived, released, discounted, set off or compromised; (fv) except as stated in the Leases, Mortgagor Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (gvi) Mortgagor Grantor shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (hvii) Mortgagor Grantor will not without the prior written consent of MortgageeAdministrative Lender, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (iviii) Mortgagor Grantor will not, except in good faith where the tenant is in material default Default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable Administrative Lender's judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (jix) Mortgagor Grantor will not execute any Lease except in accordance with the consent of Mortgagee Loan Papers and for actual occupancy by the tenant thereunder; (kx) Mortgagor Grantor shall give prompt notice to MortgageeAdministrative Lender, as soon as Mortgagor Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, defaultDefault, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default Default under residential Leases, and Mortgagor Grantor shall defend, at Mortgagor’s Grantor's expense, any proceeding pertaining to any Lease, including, if Mortgagee Administrative Lender so requests, any such proceeding to which Mortgagee Administrative Lender is a party; (lxi) Mortgagor Grantor shall as often as requested in writing by MortgageeAdministrative Lender, within ten (10) days of each request, deliver to Mortgagee Administrative Lender a complete rent roll of the Mortgaged Property in such detail as Mortgagee Administrative Lender may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorGrantor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Administrative Lender written notice of the assignment in Section 3.1 hereof in form and content satisfactory to MortgageeAdministrative Lender; (mxii) promptly upon written request by MortgageeAdministrative Lender, Mortgagor Grantor shall deliver to Mortgagee Administrative Lender executed originals of all Leases and copies of all records relating thereto; (nxiii) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeAdministrative Lender; and (oxiv) Mortgagee Administrative Lender may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, MortgagorGrantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereofhereof except in accordance with the terms of Exhibit I to the Loan Agreement, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenanttenant (except in accordance with the terms of Exhibit I to the Loan Agreement), reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with the terms of Exhibit I to the Loan Agreement or in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a LeaseLease (except with respect to leases of 15,000 square feet of rentable space or less), or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwiseotherwise (except with respect to leases of 15,000 square feet of rentable space or less); (i) Mortgagor will not, except in good faith where without the tenant is in material default thereunderprior written consent of Mortgagee, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standingstanding that is satisfactory to Mortgagee, in Mortgagee’s reasonable judgment, at least equivalent on terms not materially less favorable to that lessor than the terms of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled cancelled Lease; (j) Mortgagor will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records in its possession or control relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageeMortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the Rents or Leases and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor Mxxxxxxxx has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of Mortgagee, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Borrower covenants, represents and warrants that: (ai) Mortgagor Borrower has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (bii) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor Borrower nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (div) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (ev) no Rents have been waived, released, discounted, set off or compromised; (fvi) except as stated in the Leases, Mortgagor Borrower has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (gvii) Mortgagor Borrower shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (hviii) Mortgagor Borrower will not not, without the prior written consent of MortgageeLender, which consent shall not be unreasonably withheld, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (iix) Mortgagor Borrower will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable Lender's judgment, at least equivalent to that of the tenant whose Lease was canceledcancelled, on substantially the same terms as the terminated or canceled cancelled Lease; (jx) Mortgagor Borrower will not execute any XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 29 Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (kxi) Mortgagor Borrower shall give prompt notice to MortgageeLender, as soon as Mortgagor Borrower first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Borrower shall defend, at Mortgagor’s Borrower's expense, any proceeding pertaining to any Lease, including, if Mortgagee Lender so requests, any such proceeding to which Mortgagee Lender is a party; (lxii) Mortgagor Borrower shall as often as requested in writing by MortgageeLender, within ten (10) days of each request, deliver to Mortgagee Lender a complete rent roll of the Property in such detail as Mortgagee Lender may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorBorrower, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Lender written notice of the assignment in Section 3.1 hereof in form and content satisfactory to MortgageeLender; (mxiii) promptly upon written request by MortgageeLender, Mortgagor Borrower shall deliver to Mortgagee Lender executed originals of all Leases and copies of all records relating thereto; (nxiv) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeLender; and (oxv) Mortgagee Lender may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Security Instrument to any Lease, without joinder or consent of, or notice to, MortgagorBorrower, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Security Instrument to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. The Mortgagor covenants, represents and warrants that: (a) the Mortgagor has good title to, and is the owner of the entire landlord’s interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither the Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted EncumbranceException, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person Person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, the Mortgagor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) the Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) the Mortgagor will not without the prior written consent of the Mortgagee, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any RentRents, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) the Mortgagor will not, except in good faith where without the tenant is in material default thereunderprior written consent of the Mortgagee, which shall not be unreasonably withheld, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Leasemore; (j) the Mortgagor will not execute any Lease except in accordance with this Mortgage and the consent of Mortgagee other Loan Documents and for actual occupancy by the tenant thereunder; (k) the Mortgagor shall give prompt notice to the Mortgagee, as soon as the Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against RentRents, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and the Mortgagor shall defend, at the Mortgagor’s expense, any proceeding pertaining to any Lease, including, if the Mortgagee so requests, any such proceeding to which the Mortgagee is a party; (l) the Mortgagor shall as often as requested in writing by the Mortgagee, within ten (10) days of each request, deliver to the Mortgagee a complete rent roll of the Property in such detail as the Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to the Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by the Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to the Mortgagee; (m) promptly upon written request by the Mortgagee, the Mortgagor shall deliver to the Mortgagee executed originals of all Leases and copies of all records relating thereto; and (n) there shall be no merger of the leasehold estates, estates created by the Leases, Leases with the fee estate of the Land without the prior written consent of the Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor Borrower covenants, represents and warrants that: (ai) Mortgagor Borrower has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (bii) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (ciii) neither Mortgagor Borrower nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (div) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (ev) no Rents have been waived, released, discounted, set off or compromised; (fvi) except as stated in the Leases, Mortgagor Borrower has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (gvii) Mortgagor Borrower shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (hviii) Mortgagor Borrower will not not, without the prior written consent of MortgageeLender, which consent shall not be unreasonably withheld, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (iix) Mortgagor Borrower will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable Lender's judgment, at least equivalent to that of the tenant whose Lease was canceledcancelled, on substantially the same terms as the terminated or canceled cancelled Lease; (jx) Mortgagor Borrower will not execute any Lease except in accordance with the consent of Mortgagee Loan Documents and for actual occupancy by the tenant thereunder; (kxi) Mortgagor Borrower shall give prompt notice to MortgageeLender, as soon as Mortgagor Borrower first obtains notice, of any claim, or the commencement of any action, by any XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 29 tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor Borrower shall defend, at Mortgagor’s Borrower's expense, any proceeding pertaining to any Lease, including, if Mortgagee Lender so requests, any such proceeding to which Mortgagee Lender is a party; (lxii) Mortgagor Borrower shall as often as requested in writing by MortgageeLender, within ten (10) days of each request, deliver to Mortgagee Lender a complete rent roll of the Property in such detail as Mortgagee Lender may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to MortgagorBorrower, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee Lender written notice of the assignment in Section 3.1 hereof in form and content satisfactory to MortgageeLender; (mxiii) promptly upon written request by MortgageeLender, Mortgagor Borrower shall deliver to Mortgagee Lender executed originals of all Leases and copies of all records relating thereto; (nxiv) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of MortgageeLender; and (oxv) Mortgagee Lender may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage Security Instrument to any Lease, without joinder or consent of, or notice to, MortgagorBorrower, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgageelienholder; and nothing herein shall be construed as subordinating this Mortgage Security Instrument to any Lease.

Covenants, Representations and Warranties Concerning Leases and Rents. Mortgagor covenants, represents and warrants that: (a) Mortgagor has good title to, and is the owner of the entire landlord’s 's interest in, the Leases and Rents hereby assigned and authority to assign them; (b) to the extent that any Leases currently exist, all such Leases are valid and enforceable, and in full force and effect, and are unmodified except as stated therein; (c) neither Mortgagor nor any tenant in the Property is in default under its Lease (and no event has occurred which with the passage of time or notice or both would result in a default under its Lease) or is the subject of any bankruptcy, insolvency or similar proceeding; (d) except as provided in the Loan Documents and unless otherwise stated in a Permitted Encumbrance, Mortgagor has not or will not assign, mortgage, pledge or otherwise encumber any of the no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (e) no Rents have been waived, released, discounted, set off or compromised; (f) except as stated in the Leases, Mortgagor Xxxxxxxxx has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (g) Mortgagor shall perform all of its obligations under the Leases and enforce the tenants’ ' obligations under the Leases to the extent enforcement is prudent under the circumstances; (h) Mortgagor will not without the prior written consent of MortgageeHolder, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (i) Mortgagor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one (1) year or more unless promptly after the cancellation or surrender a new Lease of such premises is made with a new tenant having a credit standing, in Mortgagee’s reasonable judgment, at least equivalent to that of the tenant whose Lease was canceled, on substantially the same terms as the terminated or canceled Lease; (j) Mortgagor will not execute any Lease except with the consent of Mortgagee and for actual occupancy by the tenant thereunder; (k) Mortgagor shall give prompt notice to Mortgagee, as soon as Mortgagor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution of or offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of default under residential Leases, and Mortgagor shall defend, at Mortgagor’s expense, any proceeding pertaining to any Lease, including, if Mortgagee so requests, any such proceeding to which Mortgagee is a party; (l) Mortgagor shall as often as requested in writing by Mortgagee, within ten (10) days of each request, deliver to Mortgagee a complete rent roll of the Property in such detail as Mortgagee may reasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Mortgagor, and deliver to such of the tenants and others obligated under the Leases specified by Mortgagee written notice of the assignment in Section 3.1 hereof in form and content satisfactory to Mortgagee; (m) promptly upon written request by Mortgagee, Mortgagor shall deliver to Mortgagee executed originals of all Leases and copies of all records relating thereto; (n) there shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Mortgagee; and (o) Mortgagee may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Mortgagor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lien mortgagee; and nothing herein shall be construed as subordinating this Mortgage to any Lease.,