Common use of Assignment of Rents Clause in Contracts

Assignment of Rents. As additional security hereunder, the Borrower hereby grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. As additional security hereunder, the Borrower does hereby grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer assign and set over to unto the BeneficiaryLender as additional security for the indebtedness and other items herein secured, all rents, issues, profits, income and accounts receivable generated through the use by Borrower or others of all or any part of the Mortgaged Property, including any such rents, issues, profits, income and accounts receivable of any business activity conducted by Borrower on or through the use of the Mortgaged Property, as well as the Trustee on behalf proceeds of all the Beneficiaryforegoing. Borrower does hereby appoint the Lender its attorney-in-fact to collect said rents, all Rentsissues, if anyprofits, income and accounts receivable with or without suit and apply the same, less expenses of collection, to the said indebtedness, other secured items and repairs, in such manner as the Lender may elect; provided, however, that unless and until an Event there be a default under the terms of Default occursthis Mortgage (which is not cured within the applicable curative period prescribed herein), the Borrower will have a license may continue to collect and retain such Rents as enjoy said rents, issues, profits, income and whenaccounts receivable giving only an annual accounting to the Note holder for the same. The curing of any default within the period permitted by this Mortgage shall entitle the Borrower to again collect said rents, but not beforeissues, the same shall become due profits, income and payableaccounts receivable. Upon an Event This assignment of Defaultrents, the Beneficiary issues, profits, income, and accounts receivable and power of attorney shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, irrevocable and shall be immediately due in addition to the other remedies herein provided for in event of default and payablemay be put into effect independently of or concurrently with any of said remedies, but no liability shall attach to the Lender for failure or inability to collect any rents, issues, profits, income and accounts receivable herein assigned. The entering upon Assignment, lien, and taking possession power of attorney shall apply to all rents, issues, profits, income, accounts receivable choses in action and the proceeds of same hereafter accruing from present contracts for deed, purchase agreements, option agreements or leases and rentals of the Mortgaged Property and any business activity conducted from or on the Mortgaged Property and from all contracts for deed or purchase agreements, option agreements or leases and rentals and any business activity hereafter made or conducted by the present or any future owners of the Mortgaged Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure any persons entering into contracts for purchase or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance sale of the Trustee or Mortgaged Property shall take subject to all the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power provisions and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionconditions hereof.

Assignment of Rents. As additional security hereunder, the Borrower does hereby grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer assign and set over to unto the BeneficiaryLender as additional security for the indebtedness and other items herein secured, all rents, issues, profits, income and accounts receivable generated through the use by Borrower or others of all or any part of the Property, including any such rents, issues, profits, income and accounts receivable of any business activity conducted by Borrower on or through the use of the Property, as well as the Trustee on behalf proceeds of all of the Beneficiaryforegoing. Borrower does hereby appoint the Lender its attorney-in-fact to collect said rents, all Rentsissues, if anyprofits, income and accounts receivable with or without suit and apply the same, less expenses of collection, to the said indebtedness, other secured items and repairs, in such manner as the Lender may elect; provided, however, that unless and until an Event there be a default under the terms of Default occursthis Mortgage (which is not cured within the applicable curative period prescribed herein), the Borrower will have a license may continue to collect and retain such Rents as enjoy said rents, issues, profits, income and whenaccounts receivable giving only an annual accounting to the holder of the Note for the same. The curing of any default within the period permitted by this Mortgage shall entitle the Borrower to again collect said rents, issues, profits, income and accounts receivable. This assignment of rents, issues, profits, income, and accounts receivable and power of attorney shall be irrevocable and shall be in addition to the other remedies herein provided for in event of default and may be put into effect independently of or concurrently with any of said remedies, but not beforeno liability shall attach to the Lender for failure or inability to collect any rents, issues, profits, income and accounts receivable herein assigned. Assignment, lien, and power of attorney shall apply to all rents, issues, profits, income, accounts receivable chooses in action and the proceeds of same shall become due hereafter accruing from present contracts for deed, purchase agreements, option agreements or leases and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession rentals of the Property and any business activity conducted from or on the Property and from all contracts for deed or purchase agreements, option agreements or leases and rentals and any business activity hereafter made or conducted by the present or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession future owners of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except with respect to the extent that such default is fully cured. Failure Property; and any persons entering into contracts for purchase or discontinuance sale of the Trustee or Property shall take subject to all the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power provisions and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionconditions hereof.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely assigns and transfers to Bank all the leases, the Borrower hereby grantsrents, bargains, conveys, assigns, transfers issues and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf profits of the BeneficiaryProperty (collectively “Rents”). Although this assignment is effective immediately, all Rentsso long as no Default exists, if any; provided, however, that unless Bank gives to and until an Event of Default occurs, confers upon Mortgagor the Borrower will have privilege under a revocable license to collect and retain such Rents as and whenthey become due, but not beforeprior to accrual, the same shall become due Rents and payableto demand, receive and enforce payment, give receipts, releases and satisfactions, and sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon an Event any occurrence of Default, the Beneficiary license granted to Mortgagor herein shall be immediately entitled automatically revoked without further notice to or demand upon Mortgagor, and may collect such Rents. In additionBank shall have the right, upon an Event of Defaultin its discretion, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, and in its own namewhether voluntarily, sue xxx involuntarily or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiaryby operation of law, or the Trustee acting on behalf (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the BeneficiaryProperty. A “transfer” of the Property includes: (a) the direct or indirect sale, on transfer or conveyance of the occurrence Property or any portion thereof or interest therein; (b) the execution of an Event installment sale contract or similar instrument affecting all or any portion of Defaultthe Property; (c) if Mortgagor or any general partner or member of Mortgagor, thereafter pay is a corporation, partnership, limited liability company, trust or other business entity, the transfer, pledge, assignment or encumbrance (whether in one transaction or a series of transactions) of any stock, partnership, limited liability company or other ownership interests in such corporation, partnership, limited liability company or entity including, without limitation, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; whether directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereofindirectly; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount pledge of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done Mortgagor’s stock pursuant to such notice except to the extent that such default is fully curedcertain First Lien Credit Agreement, among SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation d/b/a SPANISH BROADCASTING SYSTEM OF DELAWARE, INC. Failure (“Guarantor”), as borrower, MXXXXXX LXXXX, PXXXXX XXXXXX & SXXXX, INCORPORATED, as syndication agent, Bank, as documentation agent, LXXXXX COMMERCIAL PAPER INC., as administrative agent and other lenders, as lenders, dated as of June 10, 2005 (as same may be amended, modified, extended or discontinuance of the Trustee or the Beneficiary at any time or replaced from time to time, to collect said Rents, the “Senior Credit Facility”) shall not in any manner impair the subsequent enforcement by the Beneficiarybe deemed a transfer; (d) if Mortgagor, or any general partner or member of Mortgagor, is a corporation, the Trustee on the Beneficiary's behalf, creation or issuance of new stock by which an aggregate of more than 10% of such corporation’s stock shall be vested in a party or parties who are not now stockholders; and (e) an agreement by Mortgagor leasing all or a substantial part of the rightProperty for other than actual occupancy by a space tenant thereunder or a sale, power assignment or other transfer of or the grant of a security interest in and authority herein conferred upon itto any Leases. Nothing Notwithstanding anything to the contrary contained herein, nor Mortgagor may transfer (i) up to forty-nine percent (49%) of the exercise stock of any rightMortgagor so long as Guarantor owns, power directly or authority herein granted indirectly, at least fifty-one percent (51%) of the issued and outstanding shares of Mortgagor and maintains control of the day to day business operations of Mortgagor and so long as Guarantor continues to guaranty the obligations of Mortgagor under the Note, this Mortgage and other Loan Documents, or (ii) subject to the Beneficiaryimmediately preceding subsection (i), shares of publicly traded stock in Guarantor. Bank’s consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), an extension or curtailment of the maturity of the Obligations, or other modification of the Trustee on Note or this instrument. Notwithstanding the Beneficiary's behalfforegoing Mortgagor may lease the Property to affiliates of Borrower, which lease(s) shall be construed subordinate to Bank’s rights pursuant to a subordination and attornment agreement in a form acceptable to Bank in its sole and absolute discretion. The terms of such lease(s) shall be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, subject to any such tenancy, lease or optionBank’s reasonable approval.

Assignment of Rents. As additional security hereunder, the Borrower hereby Trustor irrevocably grants, bargains, conveys, assigns, transfers and sets overassigns to Beneficiary, during the continuance of this Deed of Trust, all of Trustor's right, title and by these presents does grant, bargain, convey, assign, transfer interest in and set over to the BeneficiaryRents. Notwithstanding such assignment, so long as well no Event of Default has occurred and is continuing, Trustor shall have the right to collect, receive, hold and dispose of the Rents as the Trustee on behalf same become due and payable, provided that unless Beneficiary otherwise consents in writing: (i) any such Rents paid more than 30 days in advance of the Beneficiarydate when due shall be delivered to Beneficiary and held by Beneficiary in a cash collateral account (over which Beneficiary shall have sole and executive control and right of withdrawal), all Rentsto be released and applied on the date when due (or, if any; provided, however, that unless and until an Event of Default occurshas occurred and is continuing, the Borrower will have a license to collect at such other time or times and retain in such Rents manner as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereofdetermine), and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether (ii) if an Event of Default doeshas occurred and is continuing, in fact, exist or has, in fact, occurred. All Trustor's right to collect and receive the Rents collected by the Trustee or the shall cease and Beneficiary shall be applied as provided in Article XII hereof; providedhave the sole right, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and with or without taking possession of the Real Property, the to collect all Rents, including those past due and unpaid. Any such collection of Rents, if any, and the application thereof as aforesaid, Rents by Beneficiary shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor default or invalidate any act done pursuant to such notice except to the extent that such default is fully curednotice. Failure or discontinuance of the Trustee or the Beneficiary at any time time, or from time to time, to collect said Rents, the Rents shall not in any manner impair affect the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, Beneficiary of the right, power and authority herein conferred upon itright to collect the same. Nothing contained hereinin this Deed of Trust, nor the exercise of any right, power or authority herein granted the right by Beneficiary to collect the Beneficiary, or the Trustee on the Beneficiary's behalfRents, shall be deemed to make Beneficiary a "mortgagee in possession" or shall be, or be construed to be be, an affirmation by it Beneficiary of, or an assumption of liability by Beneficiary under, or a subordination of the Lien of this Deed of Trust to, any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. As additional Grantor unconditionally and absolutely assigns to Beneficiary all of Grantor's right, title and interest in and to all Leases and all Rents. This is an absolute assignment to Beneficiary and not an assignment as security hereunderfor the performance of the obligations of Grantor under the Loan Documents to which it is a party, or any other obligation. Subject to the Borrower hereby grantsprovisions set forth herein, bargainsBeneficiary shall have the right, conveyspower and authority to: (a) notify any person that the Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, assignswhether or not Beneficiary has commenced or completed foreclosure or taken possession of the Premises; (b) settle compromise, transfers and sets overrelease, extend the time of payment of, and by these presents does grantmake allowances, bargainadjustments and discounts of any rents or other obligations under the Leases; (c) enforce payment of rents and other rights under the Leases, conveyprosecute any action or proceeding, assignand defend against any claim with respect to rents and Leases; (d) enter upon, transfer take possession of and set over operate the Premises, lease all or any part of the Premises; (e) and/or perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the Beneficiaryfull extent of Grantor's rights and obligations thereunder, as well as with or without the Trustee on behalf bringing of any action or the Beneficiary, all Rents, if anyappointment of a receiver; provided, however, that unless and until an Event of Default occurs, the Borrower will Grantor shall have a revocable license to collect and retain such Rents as and when, but not before, exercise these rights to the same shall become due and payable. Upon an Event exclusions of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on until the occurrence of an Event of Default. At Beneficiary's request, thereafter pay directly Grantor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Grantor irrevocably directs any tenant, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the right, but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may reasonably determine in accordance with the Loan Documents. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the rents and Leases, Beneficiary grants to Grantor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default. Grantor shall apply any rents which it receives to the Beneficiary payment of the Rents due Secured Obligations, taxes, assessments, water charges, sewer rents and to become due other governmental charges levied, assessed or imposed against the Premises, insurance premiums, and other obligations of lessor under the Leases and attorn to all before using such proceeds for any other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionpurpose.

Assignment of Rents. As additional security hereunderTo further secure the Secured Obligations, Borrower does hereby sell, assign and transfer unto the Borrower hereby grantsLender all rents, bargainsnow due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents "), conveyswhether written or verbal, assignsor any letting of, transfers and sets overor of any agreement for the sale, or occupancy of the Real Property or any part thereof, and by these presents all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does grant, bargain, convey, assign, transfer hereby appoint irrevocably the Lender its true and set over to the Beneficiary, as well as the Trustee on behalf lawful attorney in its name and stead (with or without taking possession of the BeneficiaryProperty) to collect all of said Rents arising from or accruing at any time hereafter, and all Rentsnow due or that may hereafter become due under each and every of the Leases, if any; providedor other similar agreements, howeverwritten or verbal, which may hereafter exist on the Property, on the condition that unless and until an Event of Default occurs, the Lender hereby grants to Borrower will have a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when, but not before, when the same shall become due and payablein compliance with the Loan Documents. Upon Such license shall be revocable by Lender without notice to Borrower at any time upon or after an Event of DefaultDefault under the Loan Documents, the Beneficiary and immediately upon any such revocation, Lender shall be immediately entitled to receive, and may collect Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such Rentsagreements. In addition, upon an Event of Default, It is the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession intention of the Property or any part thereofBorrower to create and grant, and in its own nameit is the intention of Lender to create and receive, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf a present and absolute assignment of all of the BeneficiaryLeases, on similar agreements, Rents now due or which may hereafter become due, but it is agreed that the occurrence Lender's right to collect the Rents is conditioned upon the existence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due Default under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully curedLoan Documents. Failure or discontinuance of the Trustee or the Beneficiary Lender at any time or from time to time, time to collect said Rents, enforce its rights under this ARTICLE 8 shall not in any manner impair the prevent its subsequent enforcement by the Beneficiaryenforcement, or the Trustee on the Beneficiary's behalfand Lender is not obligated to collect anything hereunder, of the right, power and authority herein conferred upon itbut is accountable only for sums collected. Nothing contained herein, nor herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of any right, power or authority the powers herein granted to the BeneficiaryLender, no liability shall be asserted or enforced against the Trustee Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or effect the sale, transfer and assignment of revenues arising from the conduct of Borrower's business on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionReal Property.

Assignment of Rents. As additional security hereunderTrustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits (collectively, the Borrower hereby grants"Rents") derived from the Property, bargainswhether now due, conveys, assigns, transfers and sets overpast due or to become due, and by these presents does granthereby gives to and confers upon Beneficiary, bargaineither directly or through a receiver, conveythe right, assignpower and authority, transfer but not the obligation, to collect the Rents, and set over to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the Beneficiaryindebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor's right, as well as title and interest in the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an Event so long as no default exists by Trustor in the payment of Default occursany indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the Borrower will have a license right to collect all Rents from the Property and retain to retain, use and enjoy the same. Upon the occurrence of such a default, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled received and held by Trustor in constructive trust for Beneficiary and delivered promptly to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or to a court-appointed receiver for the Trustee on Property, without the Beneficiary's behalfnecessity for further notice to, may or demand upon, Trustor. Upon the occurrence of such a default and at any time and without noticethereafter during the continuance thereof, either in person or by agent or by receiver to be appointed by a courtBeneficiary may, enter and take possession at its option, send any tenant of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon a notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the effect that: (a) a default has occurred; (b) Beneficiary the Rents due and has elected to become due exercise its rights under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereofthis assignment; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.and

Assignment of Rents. As additional security hereunderTo further secure the Secured Obligations, Borrower does hereby sell, assign and transfer unto the Borrower hereby grantsLender all rents, bargainsnow due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents"), conveyswhether written or verbal, assignsor any letting of, transfers and sets overor of any agreement for the sale, or occupancy of the Real Property or any part thereof, and by these presents all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does grant, bargain, convey, assign, transfer hereby appoint irrevocably the Lender its true and set over to the Beneficiary, as well as the Trustee on behalf lawful attorney in its name and stead (with or without taking possession of the BeneficiaryProperty) to collect all of said Rents arising from or accruing at any time hereafter, and all Rentsnow due or that may hereafter become due under each and every of the Leases, if any; providedor other similar agreements, howeverwritten or verbal, which may hereafter exist on the Property, on the condition that unless and until an Event of Default occurs, the Lender hereby grants to Borrower will have a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when, but not before, when the same shall become due and payablein compliance with the Loan Documents. Upon Such license shall be revocable by Lender without notice to Borrower at any time upon or after an Event of DefaultDefault under the Loan Documents, the Beneficiary and immediately upon any such revocation, Lender shall be immediately entitled to receive, and may collect Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such Rentsagreements. In addition, upon an Event of Default, It is the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession intention of the Property or any part thereofBorrower to create and grant, and in its own nameit is the intention of Lender to create and receive, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf a present and absolute assignment of all of the BeneficiaryLeases, on similar agreements, Rents now due or which may hereafter become due, but it is agreed that the occurrence Lender's right to collect the Rents is conditioned upon the existence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due Default under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully curedLoan Documents. Failure or discontinuance of the Trustee or the Beneficiary Lender at any time or from time to time, time to collect said Rents, enforce its rights under this ARTICLE 8 shall not in any manner impair the prevent its subsequent enforcement by the Beneficiaryenforcement, or the Trustee on the Beneficiary's behalfand Lender is not obligated to collect anything hereunder, of the right, power and authority herein conferred upon itbut is accountable only for sums collected. Nothing contained herein, nor herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of any right, power or authority the powers herein granted to the BeneficiaryLender, no liability shall be asserted or enforced against the Trustee Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or affect the sale, transfer and assignment of revenues arising from the conduct of Borrower's business on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionReal Property.

Assignment of Rents. As additional security hereunder, All Rents are hereby assigned to Lender to be applied against the Borrower hereby grants, bargains, conveys, assigns, transfers and sets over, and Loan Obligations secured by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, this Mortgage in such order as well as the Trustee on behalf of the Beneficiary, all Rents, if anyLender may elect; provided, however, that a revocable license is hereby given to Mortgagor (subject to the requirement that Lender approve any lease other than leases with residents of the Improvements), unless and until an the breach of any covenant or condition of this Mortgage which is not cured within any applicable cure period or the occurrence of any Event of Default occursDefault, the Borrower will have a license to collect and retain use such Rents as and when, but not before, the same shall they become due and payable, but not in advance thereof. Upon This Mortgage constitutes an Event absolute and present assignment of Defaultthe Rents, subject, however, to the Beneficiary conditional and revocable license given to Mortgagor to collect and use the same as provided hereinabove. The foregoing assignment shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee fully operative without any further action on the Beneficiary's behalf, may at any time and without notice, part of either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereofparty, and in specifically, Lender shall be entitled, at its own name, sue xxx option upon the breach of any covenant or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, condition of this Mortgage which is not cured within any applicable cure period or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default doeshereunder, in fact, exist to collect all such Rents whether or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking not Lender takes possession of the Property, the collection . Exercise by Lender of Rents, if anyits rights under this Section, and the application thereof as aforesaid, of any such Rents to such Loan Obligations shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor Event of Default hereunder or invalidate any act done pursuant hereto or any such notice, but shall be cumulative of all other rights and remedies. Mortgagor shall not, without the prior written consent of Lender, further assign the Rents that are assigned to Lender herein, and any such notice assignment without the express written consent of Lender shall be void as against Lender (except that assignment of Accounts shall be permitted to the extent that such default is fully cured. Failure or discontinuance of provided in the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionLoan Agreement).

Assignment of Rents. As additional security hereunderTo the extent not already assigned to a prior mortgagee, the Borrower Mortgagor hereby grants, bargainstransfers, conveysand assigns and sets over to Mortgagee all right, title and interest in and to, all rents, issues, profits and privileges (now due or which may hereafter become due) of, (a) the property and all improvements at any time constructed thereon or any personal property or fixtures at any time installed or used therein, (b) all leases now or hereafter existing on all or any part of the Property, whether written or oral, or any letting or any agreement for the use or occupancy of any part of the Property which may heretofore have been or which may hereafter be made or agreed to between Mortgagor or any other present, prior, or subsequent owner of the Property, or any interest therein, or which may be made or agreed to by Mortgagee, its successors or assigns, transfers under the powers herein granted and sets overany tenant or occupant of all or any part of the Property (“Leases” and each, “Lease”), including without limitation any Leases existing as of the date of this Mortgage (“Existing Leases”), (c) all rights conferred by and pursuant to Act No. 210 of the Michigan Public Act of 1953, as amended, and by these presents does grantAct No. 228 of the Michigan Public Acts of 1925 as amended, bargainand (d) all proceeds of the foregoing, conveyall for the purpose of securing the prompt payment, assignperformance and discharge, transfer and set over to when due, of the BeneficiaryIndebtedness. So long as no event of default has occurred, Mortgagor may, as well trustee for the use and benefit of Mortgagee, collect, receive and accept the rents as the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall they become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall rents exceed the amount payments due under the Note, the Mortgagor may use such excess, first, for the operation and benefit of the Rents collectedProperty and, second, for the excess shall be added general benefit of the Mortgagor, which may include distributing cash to the Indebtednessequity owners of Mortgagor. Upon the occurrence and during the continuance of an event of default, Mortgagee may, at its option, remove the Mortgagor as trustee for the collection of the rents and appoint any other person including, but not limited to, itself as a substitute trustee to collect, receive, accept and use all such rents in payment of the obligations secured hereby, in such order as Mortgagee shall bear interest at the maximum rate allowable by law as provided hereinelect in its sole discretion, and shall be immediately due and payable. The entering upon and taking whether or not Mortgagee takes possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. As additional Grantor unconditionally and absolutely assigns to Beneficiary all of Grantor's right, title and interest in and to all Leases and all Rents. This is an absolute assignment to Beneficiary and not an assignment as security hereunderfor the performance of the obligations of Grantor under the Note Documents to which it is a party, or any other obligation. Subject to the Borrower hereby grantsprovisions set forth herein, bargainsBeneficiary shall have the right, conveyspower and authority to: (a) notify any person that the Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, assignswhether or not Beneficiary has commenced or completed foreclosure or taken possession of the Premises; (b) settle compromise, transfers and sets overrelease, extend the time of payment of, and by these presents does grantmake allowances, bargainadjustments and discounts of any rents or other obligations under the Leases; (c) enforce payment of rents and other rights under the Leases, conveyprosecute any action or proceeding, assignand defend against any claim with respect to rents and Leases; (d) enter upon, transfer take possession of and set over operate the Premises, lease all or any part of the Premises; (e) and/or perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the Beneficiaryfull extent of Grantor's rights and obligations thereunder, as well as with or without the Trustee on behalf bringing of any action or the Beneficiary, all Rents, if anyappointment of a receiver; provided, however, that unless and until an Event of Default occurs, the Borrower will Grantor shall have a revocable license to collect and retain such Rents as and when, but not before, exercise these rights to the same shall become due and payable. Upon an Event exclusions of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on until the occurrence of an Event of Default. At Beneficiary's request, thereafter pay directly Grantor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Grantor irrevocably directs any tenant, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the right, but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may reasonably determine in accordance with the Note Documents. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the rents and Leases, Beneficiary grants to Grantor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such license may be revoked by Beneficiary only upon the occurrence of any Event of Default. Grantor shall apply any rents which it receives to the Beneficiary the Rents due and to become payments due under the Leases Secured Obligations, taxes, assessments, water charges, sewer rents and attorn to all other governmental charges levied, assessed or imposed against the Premises, insurance premiums, and other obligations thereunder, directly to of lessor under the Beneficiary without Leases before using such proceeds for any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionother purpose.

Assignment of Rents. As additional security hereunderIn consideration of the Obligations which are secured by this Deed of Trust, Grantor absolutely assigns to Lender all Grantor's estate, right, title, interest, claim and demand now owned or hereafter acquired in all existing and future leases of the Borrower hereby grantsProperty (including extensions, bargainsrenewals and subleases), conveysall agreements for use and occupancy of the Property (all such leases and agreements whether written or oral, assigns, transfers and sets overare hereafter referred to as the "Leases"), and by these presents does grantall guaranties of lessees' performance under the Leases, bargain, convey, assign, transfer together with the immediate and set over to the Beneficiary, as well as the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license continuing right to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession receive all of the Property rents, income, receipts, revenues, issues, profits and other income of any nature now or hereafter due (including any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties income of any nature coming due during any redemption period) under the Leases may, upon notice or from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession arising out of the Property, including minimum rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the collection Property, all proceeds payable as a result of Rentsa lessee's exercise of an option to purchase the Property, if anyall proceeds derived from the termination or rejection of any Lease in a bankruptcy or other insolvency proceeding, and all proceeds from any rights and claims of any kind which Grantor may have against any lessee under the application thereof as aforesaid, shall not cure Leases or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance occupants of the Trustee or Property (all of the Beneficiary at any time or from time above are hereafter collectively referred to time, as the "Rents"). This assignment is subject to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted given to the BeneficiaryLender to collect and apply the Rents. This assignment is recorded in accordance with applicable state law; the lien created by this assignment is intended to be specific, perfected, and xxxxxx upon the recording of this Deed of Trust, all as provided by applicable state law as amended from time to time. As long as there is no default under the Obligations or this Deed of Trust, Lender grants Grantor a revocable license to collect all Rents from the Leases when due and to use such proceeds in Grantor's business operations. However, Lender may at any time require Grantor to deposit all Rents into an account maintained by Grantor or Lender at Lender's institution. Upon default in the payment of, or in the Trustee performance of, any of the Obligations, Lender may at its option take possession of the Property and have, hold, manage, lease and operate the Property on terms and for a period of time that Lender deems proper. Lender may proceed to collect and receive all Rents from the Beneficiaryproperty, and Lender shall have full power to make alterations, renovations, repairs or replacements to the Property as Lender may deem proper. Lender may apply all Rents in Xxxxxx's behalfsole discretion to payment of the Obligations or to the payment of the cost of such alterations, renovations, repairs and replacements and any expenses incident to taking and retaining possession of the Property periodically and the management and operation of the Property. Lender may keep the Property properly insured and may discharge any taxes, charges, claims, assessments and other liens which may accrue. The expense and cost of these actions may be paid from the Rents received, and any unpaid amounts shall be added to the principal of the Obligations. These amounts, together with other costs, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination become part of the lien or charge Obligations secured by this Deed of this Indenture, to any such tenancy, lease or optionTrust.

Assignment of Rents. As additional security hereunderGrantor unconditionally and absolutely assigns to Beneficiary all of Grantor's right, the Borrower hereby grantstitle and interest in and to: all leases, bargainssubleases, conveysoccupancy agreements, assignslicenses, transfers rental contracts and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over other similar agreements now or hereafter existing relating to the Beneficiary, as well as the Trustee on behalf use or occupancy of the BeneficiaryEncumbered Property, together with all Rentsguarantees, if anymodifications, extensions and renewals thereof; providedand all rents, howeverissues, that unless profits, income and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become proceeds due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due from tenants of the Encumbered Property (the "Leases"), including rentals and all other payments of any kind under any leases now existing or hereafter entered into, together with all deposits (including security deposits) of tenants thereunder. This is an absolute assignment to Beneficiary and not an assignment as security for the performance of the obligations under the Leases and attorn to all Secured Debt Documents, or any other obligations thereunder, directly indebtedness. Subject to the Beneficiary without any obligation on their part to determine whether an Event provisions of Default doesherein below, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of have the right, power and authority herein conferred upon it. Nothing contained hereinto, nor but shall not be obligated to: notify any person that the exercise Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Encumbered Property; settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any rents or other obligations under the Leases; enforce payment of rents and other rights under the Leases, prosecute any action or proceeding , and defend against any claim with respect to rents and Leases; enter upon, take possession of and operate the Encumbered Property; lease all or any part of the Encumbered Property; and/or perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver. At Beneficiary's request, Grantor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Grantor irrevocably directs any tenant, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the right, power or authority herein granted but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the BeneficiaryCollateral Trust Agreement. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the Trustee on grant of a lien or security interest in the Beneficiary's behalfrents and Leases, shall Beneficiary grants to Grantor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such license may be construed to be an affirmation revoked by it Beneficiary only upon the occurrence of any tenancyEvent of Default. Grantor shall apply any rents which it receives to the payment due under the Obligations, lease taxes, assessments, water charges, sewer rents and other governmental charges levied, assessed or optionimposed against the Encumbered Property, nor an assumption insurance premiums, and other obligations of liability under, nor lessor under the subordination of the lien or charge of this Indenture, to Leases before using such proceeds for any such tenancy, lease or optionother purpose.

Assignment of Rents. As additional security Borrower hereby assigns to Lender the rents, issues, profits, royalties, and payments payable under any lease of the Property, or portion thereof including any oil, gas or mineral lease, or any installments of money payable pursuant to any agreement or any sale of said property or any part thereof, reserving to Borrower the rights prior to default by Borrower in payment of the Secured Debt secured hereby or in the performance of any agreement hereunder, the Borrower hereby grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents rents, issues, profits, royalties, payments and installments of money as and when, but not before, the same shall they may become due and payable. Upon an Event any such default, Lender, without regard to the adequacy of Defaultany security for the Secured Debt hereby secured, the Beneficiary shall such be immediately entitled to and may (1) collect such Rents. In additionrents, upon an Event issues, profits, royalties, payments and installments of Defaultmoney and apply the same as more particularly set forth in this Paragraph, all without taking possession of the BeneficiaryProperty, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, (2) enter and take possession of the Property or any part thereof, in person, by agent, or by a receiver to be appointed by the court and in its own name, sue to xxx for or otherwise collect such Rentsrents, issues, profits, royalties, payments and installments of money. The Borrower hereby agrees with the Beneficiary that other parties under the Leases mayLender may apply any such rents, issues, profits, royalties, payments and installments of money so collected, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default doesindebtedness secured hereby, in factsuch order as Lender may determine, exist or hasand, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the such costs and expenses and attorney's attorneys' fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rentssuch rents, if anyissues, profits, royalties, payments and installments of money and the application thereof as aforesaid, set forth above shall not cure or waive any Event of Default default or notice of default, if any, hereunder, nor default hereunder or invalidate any act done pursuant to such notice notice, except to the extent that any such default fully is fully cured. Failure or discontinuance of the Trustee or the Beneficiary Lender at any time time, or from time to time, to collect said Rents, any such moneys shall not impair in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, Lender of the right, power and authority herein conferred upon iton Lender. Nothing contained herein, nor including the exercise of any right, power or authority herein granted to the Beneficiaryby Lender, shall be, or the Trustee on the Beneficiary's behalf, shall be construed to be be, an affirmation by it Lender of any tenancy, lease or option, nor or an assumption of liability under, nor or the subordination of the lien or charge of this Indenture, Deed of Trust to any such tenancy, lease or option. Borrower hereby agrees that, in the event Lender exercises its rights as in this Paragraph provided, Borrower waives any right to compensation for the use of Borrower's furniture, furnishings or equipment in the Property for the period such assignment of rents or receivership is in effect, it being understood that the rents, issues, profits, royalties, payments and installments of money derived from the use of any such items shall be applied to Borrower's obligation hereunder as above provided. In the event that Borrower concurrently herewith or hereafter executes any separate assignment of rents or leases to Lender, then to the extent of any inconsistency between the provisions hereof and any such assignment, the provisions of such assignment shall control.

Assignment of Rents. As additional security hereunder, the Borrower Grantor does hereby grants, bargains, conveys, assigns, transfers absolutely and sets over, and by these presents does grant, bargain, convey, unconditionally assign, transfer and set over to Noteholder all rents, income, receipts, revenues, issues, profits and proceeds to be derived from the BeneficiaryMortgaged Property, as well as including, without limitation, the Trustee on behalf immediate and continuing right to collect and receive all of the Beneficiaryrents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all Rentsproceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, if anyand all of Grantor's rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any Applicable Bankruptcy Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the "RENTS"); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Mortgaged Property; subject however to a license hereby granted by Noteholder to Grantor to collect and receive all of the foregoing (such license evidenced by Noteholder's acceptance of the Mortgage), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the assignment in this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event a Default (as hereinafter defined) hereunder or upon the occurrence of Default, thereafter pay directly to any event or circumstance which with the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event lapse of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee time or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount giving of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure notice or waive any Event of both would constitute a Default or notice of default, if any, hereunder, nor invalidate any act done pursuant such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to such notice except to Grantor thereafter in trust for the extent that such default is fully cured. Failure or discontinuance use and benefit of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, Noteholder and Noteholder shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of have the right, power and authority herein conferred upon it. Nothing contained hereinauthority, nor whether or not it takes possession of the Mortgaged Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, sue for and recover in its own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the balance to the payment of the Indebtedness; provided further, however, that Noteholder shall not be deemed to have taken possession of the Mortgaged Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Noteholder to institute any right, power type of legal proceedings or authority herein granted take any other action whatsoever to enforce the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of assignment provisions in this Indenture, to any such tenancy, lease or optionParagraph 3.1.

Assignment of Rents. As additional security hereunderTrustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits (collectively, the Borrower hereby grants"Rents") derived from the Property, bargainswhether now due, conveys, assigns, transfers and sets overpast due or to become due, and by these presents does granthereby gives to and confers upon Beneficiary, bargaineither directly or through a receiver, conveythe right, assignpower and authority, transfer but not the obligation, to collect the Rents, and set over to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the Beneficiaryindebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor's right, as well as title and interest in the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an Event so long as no default exists by Trustor in the payment of Default occursany indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the Borrower will have a license right to collect all Rents from the Property and retain to retain, use and enjoy the same. Upon the occurrence of such a default, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled received and held by Trustor in constructive trust for Beneficiary and delivered promptly to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or to a court-appointed receiver for the Trustee on Property, without the Beneficiary's behalfnecessity for further notice to, may or demand upon, Trustor. Upon the occurrence of such a default and at any time and without noticethereafter during the continuance thereof, either in person or by agent or by receiver to be appointed by a courtBeneficiary may, enter and take possession at its option, send any tenant of the Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession protected with respect to any payment of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done Rents made pursuant to such notice except notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the extent that such existence of a default is fully cured. Failure or discontinuance of the Trustee or the rights of Beneficiary at any time or from time to time, to collect said Rents, hereunder. Any such tenant shall not in any manner impair be required to investigate or determine the subsequent enforcement by the Beneficiary, validity or accuracy of such notice or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power validity or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge enforceability of this Indentureassignment. Trustor hereby agrees to indemnify, defend and hold any such tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenancy, lease or optiontenant made in reliance on and pursuant to such notice.

Assignment of Rents. As additional part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Lender all the rents, issues, profits and revenues (including all security hereunderdeposits) of the Mortgaged Property, the Borrower hereby grantswhether now due, bargainspast due, conveys, assigns, transfers and sets overor to become due by virtue of that certain lease or leases more fully described in Exhibit “B” hereto, and by these presents does grant, bargain, convey, assign, transfer and set over to under any other lease or other agreement for the Beneficiary, as well as the Trustee on behalf occupancy or use of all or any part of the BeneficiaryMortgaged Property, all regardless of to whom the rents, issues, profits and revenues of the Mortgaged Property are payable (the "Rents"). Trustor hereby authorizes Lender or Lender's agents to collect the aforesaid rents, if anyissues, profits and revenues, and hereby directs each tenant of the Mortgaged Property to pay such rents, issues, profits and revenues to Lender or Lender's agents; provided, however, that unless and until an Event prior to written notice given by Lender to Trustor of Default occursthe breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust or under any of the Loan Documents, Trustor shall have the Borrower will have a license right to collect and retain receive all rents, issues, profits and revenues of the Mortgaged Property as trustee for the benefit of Lender and Trustor, to apply the rents, issues, profits and revenues so collected to the sums secured by this Deed of Trust in the order provided in the Note with the balance, so long as no such Rents breach has occurred, to the account of Trustor, it being intended by Trustor and Lender that this assignment of rents, issues, profits and revenues constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Lender to Trustor of the breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust or under any of the other Loan Documents, and without the necessity of Lender entering upon and taking and maintaining full control of the Mortgaged Property in person, by agent or by a court-appointed receiver, Lender shall immediately be entitled to possession of all rents, issues, profits and revenues and shall have paid over to it all tenant deposits with a full accounting thereof relating to the Mortgaged Property as and when, but not before, specified in this Section 4.1 as the same shall become due and payable. Upon an Event of Default, the Beneficiary including but not limited to rents then due and unpaid, and all such rents, issues, profits and revenues shall be immediately entitled to and may collect such Rents. In additionimmediately, upon an Event delivery of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without such notice, either in person or be held by agent or by receiver to be appointed by a court, enter and take possession Trustor as trustee for the benefit of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereofLender only; provided, however, that the written notice by Lender to Trustor of the breach by Trustor shall contain a statement that Lender exercises its rights to such rents, issues, profits and revenues. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Lender to Trustor, each tenant of the Mortgaged Property shall make such rents, issues, profits and revenues payable to and pay such rents, issues, profits and revenues to Lender or Lender's agents on Lender's written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each tenant's premises on the Mortgaged Property, without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor. Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, issues, profits and revenues, except as set forth on the title insurance policy insuring Lender's interest in the Mortgaged Property, that Trustor has not performed, and shall not perform, any acts, or has not executed, and shall not execute, any instrument which would prevent Lender from exercising its rights under this Section 4.1, and that at the time of execution of this Deed of Trust there has been no anticipation or prepayment of any of the rents, issues, profits and revenues of the Mortgaged Property for more than one (1) month prior to the due dates of such rents, issues, profits and revenues. Trustor covenants that Trustor shall not hereafter collect or accept payment of any rents, issues, profits and revenues of the Mortgaged Property more than one (1) month prior to the due dates of such rents, issues, profits and revenues, without the prior written consent of Lender, in its sole and absolute discretion. Trustor further covenants that Trustor shall execute and deliver to Lender such further assignments of rents, issues, profits and revenues of the Mortgaged Property as Lender may from time to time request. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Lender may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Lender's security, enter upon and take and maintain full control of the Mortgaged Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents, issues, profits and revenues of the Mortgaged Property, the making of repairs to the Mortgaged Property and the execution or termination of contracts providing for the management or maintenance of the Mortgaged Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Lender elects to seek the appointment of a receiver for the Mortgaged Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Lender or the receiver shall be entitled to receive a reasonable fee for so managing the Mortgaged Property. Any such receiver may be appointed by any court of competent jurisdiction upon ex parte application (Trustor hereby waiving any right to any hearing or notice of hearing prior to the appointment of a receiver). All rents, issues, profits and revenues, collected subsequent to delivery of written notice by Lender to Trustor of the breach by Trustor of any covenant or agreement of Trustor in this Deed of Trust shall be applied first to the costs, if any, of taking control of and managing the Mortgaged Property and collecting the rents, issues, profits and revenues, including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Mortgaged Property, premiums on insurance policies, taxes, assessments and other charges on the Mortgaged Property, and the costs and expenses and attorney's fees shall exceed the amount of discharging any obligation or liability of Trustor as lessor or landlord of the Rents collected, Mortgaged Property and then to the excess sums secured by this Deed of Trust. Lender or the receiver shall have access to the books and records used in the operation and maintenance of the Mortgaged Property and shall be added liable to account only for those rents, issues, profits and revenues actually received. Lender shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the IndebtednessMortgaged Property by reason of anything done or left undone by Lender under this Section 4.1. If the rents, issues, profits and revenues of the Mortgaged Property are not sufficient to meet the costs, if any, of taking control of and managing the Mortgaged Property and collecting the rents, issues, profits and revenues, any funds expended by Lender for such purposes shall become indebtedness of Trustor to Lender secured by this Deed of Trust pursuant to Section 7 hereof. Unless Lender and Trustor agree in writing to other terms of payment, such amounts shall be payable upon notice from Lender to Trustor requesting payment thereof and shall bear interest from the date of disbursement at the maximum default rate allowable by law as provided herein, and shall be immediately due and payableof interest set forth in the Note. The Any entering upon and taking possession and maintaining of control of the PropertyMortgaged Property by Lender or the receiver and any application of rents, the collection of Rentsissues, if any, profits and the application thereof revenues as aforesaid, provided herein shall not cure or waive any Event of Default default hereunder or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully curedother right or remedy of Lender under applicable law or provided herein. Failure or discontinuance This assignment of rents of the Trustee or the Beneficiary Mortgaged Property shall terminate at any such time or from time as this Deed of Trust ceases to time, to collect said Rents, shall not in any manner impair the subsequent enforcement secure indebtedness held by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionLender.

Assignment of Rents. As additional security hereunder, the Borrower Grantor does hereby grants, bargains, conveys, assigns, transfers absolutely and sets over, and by these presents does grant, bargain, convey, unconditionally assign, transfer and set over to the BeneficiaryCollateral Agent all rents, as well as income, receipts, revenues, issues, profits and proceeds to be derived from the Trustee on behalf Mortgaged Property, including, without limitation, the immediate and continuing right to collect and receive all of the Beneficiaryrents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any applicable bankruptcy law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the “Rents”); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, if anyerection or renovation of the Mortgaged Property; subject however to a license hereby granted by the Collateral Agent to Grantor to collect and receive all of the foregoing (such license evidenced by the Collateral Agent’s acceptance of the Mortgage), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the assignment in this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event a Default (as hereinafter defined) hereunder or upon the occurrence of Default, thereafter pay directly to any event or circumstance which with the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event lapse of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee time or the Beneficiary giving of notice or both would constitute a Default hereunder, such license shall be applied as provided automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in Article XII hereof; provided, however, that if trust for the costs use and expenses and attorney's fees shall exceed the amount benefit of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, Collateral Agent and the application thereof as aforesaid, Collateral Agent shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of have the right, power and authority herein conferred upon it. Nothing contained hereinauthority, nor whether or not it takes possession of the Mortgaged Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, xxx for and recover in its own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the balance to the payment of the Indebtedness; provided further, however, that the Collateral Agent shall not be deemed to have taken possession of the Mortgaged Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for the Collateral Agent to institute any right, power type of legal proceedings or authority herein granted take any other action whatsoever to enforce the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of assignment provisions in this Indenture, to any such tenancy, lease or optionParagraph 3.1.

Assignment of Rents. As additional security hereunderTrustor unconditionally and absolutely assigns to Beneficiary all of Trustor's right, the Borrower hereby grantstitle and interest in and to: all leases, bargainssubleases, conveysoccupancy agreements, assignslicenses, transfers rental contracts and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over other agreements now or hereafter existing relating to the Beneficiary, as well as the Trustee on behalf use or occupancy of the BeneficiaryPremises, together with all Rentsguarantees, if anymodifications, extensions and renewals thereof; providedand all rents, howeverissues, that unless profits, income and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become proceeds due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due from tenants of the Premises (the "Leases"), including rentals and all other payments of any kind under any leases now existing or hereafter entered into, together with all deposits (including security deposits) of tenants thereunder. This is an absolute assignment to Beneficiary and not an assignment as security for the performance of the obligations under the Leases and attorn to all Credit Documents, or any other obligations thereunder, directly indebtedness. Subject to the Beneficiary without any obligation on their part to determine whether an Event provisions of Default doesherein below, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of have the right, power and authority herein conferred upon it. Nothing contained hereinto: notify any person that the Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, nor whether or not Beneficiary has commenced or completed foreclosure or taken possession of the exercise Premises; settle compromise, 6 333 release, extend the time of payment of, and make allowances, adjustments and discounts of any rents or other obligations under the Leases; enforce payment of rents and other rights under the Leases, prosecute any action or proceeding , and defend against any claim with respect to rents and Leases; enter upon, take possession of and operate the Premises, lease all or any part of the Premises; and/or perform any and all obligations of Trustor under the Leases and exercise any and all rights of Trustor therein contained to the full extent of Trustor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver. At Beneficiary's request, Trustor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Trustor irrevocably directs any tenant, without any requirement for notice to or consent by Trustor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the right, power or authority herein granted but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the BeneficiaryCredit Agreement. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the Trustee on grant of a lien or security interest in the Beneficiary's behalfrents and Leases, shall Beneficiary grants to Trustor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such license may be construed to be an affirmation revoked by it Beneficiary only upon the occurrence of any tenancyEvent of Default. Trustor shall apply any rents which it receives to the payment due under the Secured Obligations, lease taxes, assessments, water charges, sewer rents and other governmental charges levied, assessed or optionimposed against the Premises, nor an assumption insurance premiums, and other obligations of liability underlessor under the Leases before using such proceeds for any other purpose. [UNLESS APPLICABLE (IN WHICH CASE DEFINED TERM "PREMISES" TO BE CHANGED TO "LEASED PREMISES"), nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionDELETE IF SITE IS HELD VIA LEASE].

Assignment of Rents. As additional security hereunder(a) Mortgagor hereby presently, absolutely and unconditionally assigns to Mortgagee, which assignment shall be effective without Mortgagee having to first take possession of the Borrower hereby grantsProperty, bargainsall of Mortgagor's interests in any and all present and future Occupancy Agreements and Rents, conveysreserving unto Mortgagor the right, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over prior to the Beneficiary, as well as the Trustee on behalf occurrence of the Beneficiary, all Rents, if any; provided, however, that unless and until an any Event of Default occurs(as defined in the Credit Agreement), the Borrower will have a license to collect and retain such the Rents as and when, but not before, the same shall they may become due and payable. Upon an the occurrence of any Event of DefaultDefault as defined in the Credit Agreement, the Beneficiary such license reserved to Mortgagor shall be immediately entitled to revoked without further demand or notice, and any Rents, including those past due, unpaid or undetermined, may collect such Rentsbe collected by Mortgagee or its agent. In additionaddition to any other actions which may be taken by Mortgagee to collect the Rents in accordance herewith, upon an Event of DefaultMortgagee may, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without noticetime, either in person or by agent or by a receiver to be appointed by a courtcourt of competent jurisdiction in accordance with subsection 19(b) below, enter upon and take possession of the Property said Property, or any part thereof, and in its own nameexercise such rights and remedies as are provided by subsections 19(b) and 19(c) below including, sue xxx without limitation, suing for or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary collecting the Rents (including those past due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurredunpaid). All Rents collected by the Trustee or the Beneficiary hereunder, less costs and expenses of operation and collection (including reasonable attorneys' fees), shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount towards satisfaction of the Rents collectedSecured Obligations, in such order as is required under the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payableCredit Agreement. The entering upon and taking possession of the Property, the collection of such Rents, if any, and the application thereof as aforesaid, shall not cure or waive constitute a waiver of any Event of Default default or notice of default, if any, hereunder, nor default hereunder or invalidate any act done pursuant to such notice except notice. Mortgagor and Mortgagee intend that this assignment shall be a present, absolute and unconditional assignment, not an assignment for additional security only, and shall, immediately upon the execution hereof, subject to the extent that such default is fully cured. Failure or discontinuance of license granted above, give Mortgagee, and its agent, the Trustee or the Beneficiary at any time or from time to time, right to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power Rents and authority herein conferred upon itto apply them as aforesaid. Nothing contained herein, nor the exercise any collection of any right, power or authority herein granted to the BeneficiaryRents by Mortgagee, or the Trustee on the Beneficiary's behalfits agent or a receiver, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination make Mortgagee: (i) a "Mortgagee-in-Possession" of the lien Property so long as Mortgagee has not itself entered into actual possession of the Property; (ii) responsible for performing any of the obligations of the lessor under any Occupancy Agreement; (iii) responsible for any waste committed by lessees or charge any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair or control of the Property; or (iv) liable in any manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it (provided that this Indenture, clause (iv) shall not act to any such tenancy, lease relieve Mortgagee from liability resulting from the gross negligence or optionwillful misconduct of Mortgagee).

Assignment of Rents. As additional security hereunder, the Borrower Grantor does hereby grants, bargains, conveys, assigns, transfers absolutely and sets over, and by these presents does grant, bargain, convey, unconditionally assign, transfer and set over to Beneficiary all rents, income, receipts, revenues, issues, profits and proceeds to be derived from the BeneficiaryProperty, as well as including, without limitation, the Trustee on behalf immediate and continuing right to collect and receive all of the Beneficiaryrents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following Default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law, together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (collectively, the “Rents”); and all proceeds and other DEED OF TRUST (LONG FORM) 17 Rev. July 2000 amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, if anyerection or renovation of the Property; subject however to a license hereby granted by Beneficiary to Grantor to collect and receive all of the foregoing (such license evidenced by Beneficiary’s acceptance of this Deed of Trust), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the assignment in this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event a Default hereunder or upon the occurrence of Default, thereafter pay directly to any event or circumstance which with the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event lapse of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee time or the giving of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the use and benefit of Beneficiary and Beneficiary shall be applied as provided in Article XII hereof; providedhave the right, howeverpower and authority, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking whether or not it takes possession of the Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, xxx for and recover in its own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of Rents, if anythe same, and the application thereof as aforesaidbalance to the payment of the Obligation; provided further, however, that Beneficiary shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant be deemed to such notice except to the extent that such default is fully cured. Failure or discontinuance have taken possession of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee Property except on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Beneficiary to institute any right, power type of legal proceedings or authority herein granted take any other action whatsoever to enforce the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of assignment provisions in this Indenture, to any such tenancy, lease or optionSection 5.2.

Assignment of Rents. As additional security hereunderTo further secure the Secured Obligations, Borrower does hereby sell, assign and transfer unto the Borrower hereby grantsLender all rents, bargainsnow due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents "), conveyswhether written or verbal, assignsor any letting of, transfers and sets overor of any agreement for the sale, or occupancy of the Real Property or any part thereof, and by these presents all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Borrower does grant, bargain, convey, assign, transfer hereby appoint irrevocably the Lender its true and set over to the Beneficiary, as well as the Trustee on behalf lawful attorney in its name and stead (with or without taking possession of the BeneficiaryProperty) to collect all of said Rents arising from or accruing at any time hereafter, and all Rentsnow due or that may hereafter become due under each and every of the Leases, if any; providedor other similar agreements, howeverwritten or verbal, which may hereafter exist on the Property, on the condition that unless and until an Event of Default occurs, the Lender hereby grants to Borrower will have a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Borrower expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when, but not before, when the same shall become due and payablein compliance with the Loan Documents. Upon Such license shall be revocable by Lender without notice to Borrower at any time upon or after an Event of DefaultDefault under the Loan Documents, the Beneficiary and immediately upon any such revocation, Lender shall be immediately entitled to receive, and may collect Borrower shall deliver to Lender, any and all Rents theretofore collected by Borrower which remain in the possession or control of Borrower and all Leases, and other such Rentsagreements. In addition, upon an Event of Default, It is the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession intention of the Property or any part thereofBorrower to create and grant, and in its own nameit is the intention of Lender to create and receive, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf a present and absolute assignment of all of the BeneficiaryLeases, on similar agreements, Rents now due or which may hereafter become due, pursuant to New Hampshire law, but it is agreed that the occurrence Lender's right to collect the Rents is conditioned upon the existence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due Default under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully curedLoan Documents. Failure or discontinuance of the Trustee or the Beneficiary Lender at any time or from time to time, time to collect said Rents, enforce its rights under this ARTICLE 8 shall not in any manner impair the prevent its subsequent enforcement by the Beneficiaryenforcement, or the Trustee on the Beneficiary's behalfand Lender is not obligated to collect anything hereunder, of the right, power and authority herein conferred upon itbut is accountable only for sums collected. Nothing contained herein, nor herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of any right, power or authority the powers herein granted to the BeneficiaryLender, no liability shall be asserted or enforced against the Trustee Lender, all such liability being expressly waived and released by Borrower. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or effect the sale, transfer and assignment of revenues arising from the conduct of Borrower's business on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionReal Property.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely assigns and transfers to Bank all the leases, the Borrower hereby grantsrents, bargains, conveys, assigns, transfers issues and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf profits of the BeneficiaryProperty (collectively "Rents"). Although this assignment is effective immediately, all Rentsso long as no Default exists, if any; provided, however, that unless Bank gives to and until an Event of Default occurs, confers upon Mortgagor the Borrower will have privilege under a revocable license to collect and retain such Rents as and whenthey become due, but not beforeprior to accrual, the same shall become due Rents and payableto demand, receive and enforce payment, give receipts, releases and satisfactions, and xxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon an Event any occurrence of any uncured Default, the Beneficiary license granted to Mortgagor herein shall be immediately entitled automatically revoked without further notice to or demand upon Mortgagor, and may collect such Rents. In additionBank shall have the right, upon an Event of Defaultin its discretion, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, xxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank's exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, and in its own namewhether voluntarily, sue xxx involuntarily or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiaryby operation of law, or the Trustee acting on behalf of the Beneficiary(iii) enter into any agreement or transaction to transfer, on the occurrence of an Event of Defaultor accomplish in form or substance a transfer, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property. A "transfer" of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; (c) if Mortgagor is a corporation, partnership, limited liability company, trust or other business entity, the collection transfer (whether in one transaction or a series of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event transactions) of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance more than 50% of the Trustee outstanding stock, partnership, limited liability company or other ownership interests in such corporation, partnership, limited liability company or entity including, without limitation, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; (d) if Mortgagor, or any general partner or member of Mortgagor, is a corporation, the creation or issuance of new stock by which an aggregate of more than 10% of such corporation's stock shall be vested in a party or parties who are not now stockholders; and (e) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of or the Beneficiary at grant of a security interest in and to any time Leases. Bank's consent to any conveyance or from time to timeencumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), to collect said Rents, shall not in any manner impair an extension or curtailment of the subsequent enforcement by maturity of the BeneficiaryObligations, or the Trustee on the Beneficiary's behalf, other modification of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power Note or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optioninstrument.

Assignment of Rents. As additional security hereunderThe assignment, the Borrower hereby grants, bargains, conveys, assigns, transfers grant and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf conveyance of the Beneficiary, all Leases and Rents, if any; Proceeds and other rents, income proceeds and benefits of the Trust Premises contained in the Granting Clause of this Deed of Trust shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided, however, that unless permission is hereby given to the Trustor, so long as no sale, foreclosure or other proceeding pursuant to Article III hereof to convey any interest in the Trust Premises has been commenced (each of the foregoing, a "Triggering Event"), to: (i) collect, receive and until an Event of Default occursapply such Rents, Proceeds and other rents, income, proceeds and benefits from the Borrower will have a license to collect and retain such Rents Trust Premises as and when, but not before, the same shall they become due and payable, but not further in advance thereof than is customary, and in accordance with all of the other terms, conditions and provisions hereof, of the Indenture, the Security Documents, Leases, Contracts and any other agreements and/or instruments with respect to which such payments are made or such other benefits are conferred; or (ii) pledge to the Administrative Agent the right to collect, receive and apply such Rents, Proceeds and other rents, income, proceeds and benefits to the extent same constitute Proceeds of Indenture Collateral that are Credit Agreement Collateral (as each such phrase is defined in the Senior Debt Intercreditor Agreement). Upon an Event the occurrence and continuance of Defaulta Triggering Event, such permission under subsection (i) above shall terminate immediately and automatically, without notice to the Trustor or any other Person except as required by law, and shall not be reinstated without the express written consent of the Beneficiary and upon the occurrence of a Disposition such permission under subsection (ii) above shall terminate immediately and automatically with respect to any Rents, Proceeds and other rents, income, proceeds and benefits from Trust Premises that are the subject of a Disposition, without notice to the Trustor or any other Person except as required by law. Such assignment shall be fully effective without any further action on the part of the Trustor, the Trustee, or the Beneficiary, and the Beneficiary shall be immediately entitled to and may collect such Rents. In additionentitled, at its option, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Defaulta Triggering Event, thereafter pay directly to the Beneficiary the Rents due collect, receive and to become due under the Leases apply all Rents, Proceeds and attorn to all other obligations thereunderrents, directly to income, proceeds and benefits from the Beneficiary without Trust Premises, including all right, title and interest of the Trustor in any obligation on their part to determine escrowed sums or deposits or any portion thereof or interest therein, whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by not the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking takes possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure Trust Premises or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except part thereof. The Trustor further grants to the extent that such default is fully cured. Failure or discontinuance of Beneficiary the Trustee or the Beneficiary right, at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption upon the occurrence and continuance of liability undera Triggering Event hereunder, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.to:

Assignment of Rents. As additional security hereunderTo further secure the Secured Obligations, Trustor does hereby sell, assign and transfer unto the Borrower hereby grantsLender all rents, bargainsnow due and which may hereafter become due under or by virtue of any Leases or tenancies (collectively "Rents "), conveyswhether written or verbal, assignsor any letting of, transfers and sets overor of any agreement for the sale, or occupancy of the Real Property or any part thereof, and by these presents all proceeds thereof, now or hereafter existing, whether or not with the Lender's approval. The Trustor does grant, bargain, convey, assign, transfer hereby appoint irrevocably the Lender its true and set over to the Beneficiary, as well as the Trustee on behalf lawful attorney in its name and stead (with or without taking possession of the BeneficiaryProperty) to collect all of said Rents arising from or accruing at any time hereafter, and all Rentsnow due or that may hereafter become due under each and every of the Leases, if any; providedor other similar agreements, howeverwritten or verbal, which may hereafter exist on the Property, on the condition that unless and until an Event of Default occurs, the Borrower will have Lender hereby grants to Trustor a license to collect and retain such Rents (but expressly not including the right to collect any rents more than one (1) month in advance or any amount to prepay, terminate, or "buy out" any Leases prior to the occurrence of any Event of Default under the Loan Documents. Trustor expressly covenants to apply the Rents received, after application for operating expenses permitted hereunder, to payment of the Secured Obligations as and when, but not before, when the same shall become due and payablein compliance with the Loan Documents. Upon Such license shall be revocable by Lender without notice to Trustor at any time upon or after an Event of DefaultDefault under the Loan Documents, the Beneficiary and immediately upon any such revocation, Lender shall be immediately entitled to receive, and may collect Trustor shall deliver to Lender, any and all Rents theretofore collected by Trustor which remain in the possession or control of Trustor and all Leases, and other such Rentsagreements. In addition, upon an Event of Default, It is the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession intention of the Property or any part thereofTrustor to create and grant, and in its own nameit is the intention of Lender to create and receive, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf a present and absolute assignment of all of the BeneficiaryLeases, on similar agreements, Rents now due or which may hereafter become due, pursuant to California Civil Code Section 2938, but it is agreed that the occurrence Lender's right to collect the Rents is conditioned upon the existence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due Default under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully curedLoan Documents. Failure or discontinuance of the Trustee or the Beneficiary Lender at any time or from time to time, time to collect said Rents, enforce its rights under this ARTICLE 8 shall not in any manner impair the prevent its subsequent enforcement by the Beneficiaryenforcement, or the Trustee on the Beneficiary's behalfand Lender is not obligated to collect anything hereunder, of the right, power and authority herein conferred upon itbut is accountable only for sums collected. Nothing contained herein, nor herein shall be construed as constituting the Lender a mortgagee in possession in the absence of the taking of actual possession of the Property by the Lender pursuant to Section 8.7 (Lender's Right of Possession In Case of Default) hereof. In the exercise of any right, power or authority the powers herein granted to the BeneficiaryLender, no liability shall be asserted or enforced against the Trustee Lender, all such liability being expressly waived and released by Trustor. Notwithstanding any of the provisions of this section, none of the provisions hereof shall cause or effect the sale, transfer and assignment of revenues arising from the conduct of Trustor's business on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionReal Property.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely and unconditionally assigns and transfers to Mortgagees all the income, the Borrower hereby grantsrents, bargainsroyalties, conveysrevenue, assignsissues, transfers and sets overprofits, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf proceeds of the BeneficiarySubject Interests, all Rentswhether now due, if any; providedpast due or to become due, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled hereby gives to and may collect such Rents. In addition, confers upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of Mortgagees the right, power and authority herein conferred upon itto collect such income, rents, royalties, revenue, issues, profits and proceeds. Nothing Mortgagor irrevocably appoints Mortgagees its true and lawful attorney at the option of Mortgagees at any time to demand, receive, and enforce payment, to give receipts, releases, and satisfactions and to sue, either in the name of Mortgagor or in the name of Mortgagees, fxx all such income, rents, royalties, revenue, issues, profits and proceeds. Neither the foregoing assignment nor the exercise by Mortgagees of any of their rights or remedies under this Mortgage shall be deemed to make Mortgagees a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless Mortgagees, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver for the Subject Interests by any court at the request of Mortgagees or by agreement with Mortgagor or the entering into possession of the Subject Interests or any part thereof by such receiver be deemed to make Mortgagees a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Subject Interests or the use, occupancy, enjoyment or operation of all or any portion thereof. Notwithstanding anything to the contrary contained herein, nor until such time as Mortgagees or Mortgagor shall have instructed such parties to deliver such rents, income, royalties, revenues, issues, profits or proceeds directly to Mortgagees (which such instructions may be given only after the exercise occurrence and during the continuance of any right, power or authority herein granted an Event of Default but the giving of such instructions shall as to such parties be conclusive as to the Beneficiaryoccurrence and continuance of an Event of Default), or the Trustee on the Beneficiary's behalf, such parties shall be construed entitled to deliver such rents, income, royalties, revenues, issues, profits and proceeds to Mortgagor, to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor applied in accordance with the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionNote Agreement.

Assignment of Rents. As additional security hereunderSubject to the subordination set forth at Section 10 hereof, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits (collectively, the Borrower hereby grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf of the Beneficiary, all “Rents, if any; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice ”) derived from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rentswhether now due, if anypast due or to become due, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant hereby gives to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the and confers upon Beneficiary, either directly or the Trustee on the Beneficiary's behalfthrough a receiver, of the right, power and authority herein conferred upon it. Nothing contained hereinauthority, nor but not the exercise obligation, to collect the Rents, and to sue, either in the name of any rightTrustor or Beneficiary, power or authority herein granted for all such Rents and to apply the same to the Beneficiary, or the Trustee on the Beneficiary's behalf, indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to be create an affirmation absolute assignment to Beneficiary of all of Trustor’s right, title and interest in the Rents, the foregoing, so long as no default exists by it Trustor in the payment of any tenancyindebtedness secured hereby, lease or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence of such a default, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time thereafter during the continuance thereof, Beneficiary may, at its option, nor an assumption of liability under, nor the subordination send any tenant of the lien or charge of this Indenture, Property a notice to any such tenancy, lease or option.the effect that: (a) a default has occurred;

Assignment of Rents. As additional security hereunder, the Borrower Trustor hereby grants, bargains, conveys, assigns, transfers and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf of the Beneficiary, all Rents, if any,; provided, however, that unless and until an Event of Default occurs, the Borrower Trustor will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower Trustor hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. As additional security hereunder, the Borrower Mortgagor hereby grants, bargainstransfers, conveysand assigns and sets over to Mortgagee all right, title and interest in and to, all rents, issues, profits and privileges (now due or which may hereafter become due) of, (a) the property and all improvements at any time constructed thereon or any personal property or fixtures at any time installed or used therein, (b) all leases now or hereafter existing on all or any part of the Property, whether written or oral, or any letting or any agreement for the use or occupancy of any part of the Property (but excluding the rental of guest rooms in the ordinary course) which may heretofore have been or which may hereafter be made or agreed to between Mortgagor or any other present, prior, or subsequent owner of the Property, or any interest therein, or which may be made or agreed to by Mortgagee, its successors or assigns, transfers under the powers herein granted and sets overany tenant or occupant of all or any part of the Property (“Leases” and each, “Lease”), including without limitation any Leases existing as of the date of this Mortgage (“Existing Leases”), (c) all rights conferred by and pursuant to Act No. 210 of the Michigan Public Act of 1953, as amended, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf Act No. 228 of the BeneficiaryMichigan Public Acts of 1925 as amended, and (d) all proceeds of the foregoing, all Rentsfor the purpose of securing the prompt payment, if any; providedperformance and discharge, howeverwhen due, that unless and until an of the Indebtedness. So long as no Event of Default occurshas occurred and is continuing, Mortgagor may, as trustee for the Borrower will have a license to collect use and retain such Rents benefit of Mortgagee, collect, receive and accept the rents as and when, but not before, the same shall they become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall rents exceed the amount payments due under the Note, the Mortgagor may use such excess, first, for the operation and benefit of the Rents collectedProperty and, second, for the excess shall be added general benefit of the Mortgagor, which may include distributing cash to the Indebtednessequity owners of Mortgagor. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, remove the Mortgagor as trustee for the collection of the rents and appoint any other person including, but not limited to, itself as a substitute trustee to collect, receive, accept and use all such rents in payment of the obligations secured hereby, in such order as Mortgagee shall bear interest at the maximum rate allowable by law as provided hereinelect in its sole discretion, and shall be immediately due and payable. The entering upon and taking whether or not Mortgagee takes possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely assigns and transfers to Bank all the leases, the Borrower hereby grantsrents, bargains, conveys, assigns, transfers issues and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf profits of the BeneficiaryProperty (collectively “Rents”). Although this assignment is effective immediately, all Rentsso long as no Default exists, if any; provided, however, that unless Bank gives to and until an Event of Default occurs, confers upon Mortgagor the Borrower will have privilege under a revocable license to collect and retain such Rents as and whenthey become due, but not beforeprior to accrual, the same shall become due Rents and payableto demand, receive and enforce payment, give receipts, releases and satisfactions, and sxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon an Event any occurrence of Default, the Beneficiary license granted to Mortgagor herein shall be immediately entitled automatically revoked without further notice to or demand upon Mortgagor until such Default is cured, and may collect such Rents. In additionBank shall have the right, upon an Event of Defaultin its discretion, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys’ fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. The terms of this Section are in addition to those terms set forth in that certain Absolute Assignment of Lessor’s Interest in Leases and Rents executed by Mortgagor to Bank of even date herewith. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance unless the Mortgagor releases the portion of the Mortgaged Property in accordance with Bank’s requirements and the terms and conditions of the Loan Documents, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, and whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in its own nameform or substance a transfer, sue xxx or otherwise collect of the Property without releasing such Rents. The Borrower hereby agrees with portion of the Beneficiary that other parties under the Leases may, upon notice property from the Beneficiary, or lien of this Mortgage at the Trustee acting on behalf time such property is to be conveyed. A “transfer” of the BeneficiaryProperty includes: (a) the direct or indirect sale, on transfer or conveyance of the occurrence Property or any portion thereof or interest therein; (b) the execution of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to installment sale contract or similar instrument affecting all other obligations thereunder, directly to the Beneficiary without or any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession portion of the Property; (c) if Mortgagor or any general partner or member of Mortgagor, is a corporation, partnership, limited liability company, trust or other business entity, the collection transfer (whether in one transaction or a series of Rentstransactions) of any stock, partnership, limited liability company or other ownership interests in such corporation, partnership, limited liability company or entity including, without limitation, changes in stockholders, partners, members, managers, trustees, beneficiaries, or their respective interests; (d) if anyMortgagor, or any general partner or member of Mortgagor, is a corporation, the creation or issuance of new stock by which an aggregate of more than 10% of such corporation’s stock shall be vested in a party or parties who are not now stockholders other than to an entity controlled by Guarantor Core Communities, LLC and the application thereof as aforesaid, shall not cure (e) an agreement by Mortgagor leasing all or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance a substantial part of the Trustee Property for other than actual occupancy by a space tenant or agricultural lease thereunder or a sale, assignment or other transfer of or the Beneficiary at grant of a security interest in and to any time Leases. Bank’s consent to any conveyance or from time to timeencumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), to collect said Rents, shall not in any manner impair an extension or curtailment of the subsequent enforcement by maturity of the BeneficiaryObligations, or the Trustee on the Beneficiary's behalf, other modification of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power Note or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optioninstrument.

Assignment of Rents. As additional security hereunder, the Borrower Grantor does hereby grants, bargains, conveys, assigns, transfers absolutely and sets over, and by these presents does grant, bargain, convey, unconditionally assign, transfer and set over to Beneficiary all rents, income, receipts, revenues, issues, profits and proceeds to be derived from the BeneficiaryProperty, as well as including, without limitation, the Trustee on behalf immediate and continuing right to collect and receive all of the Beneficiaryrents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following Default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Property, and all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law, together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (collectively, the “Rents”); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, if anyerection or renovation of the Property; subject however to a license hereby granted by Beneficiary to Grantor to collect and receive all of the foregoing (such license evidenced by Xxxxxxxxxxx’s acceptance of this Deed of Trust), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the assignment in this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event a Default hereunder or upon the occurrence of Default, thereafter pay directly to any event or circumstance which with the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event lapse of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee time or the giving of notice or both would constitute a Default hereunder, such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to Grantor thereafter in trust for the use and benefit of Beneficiary and Beneficiary shall be applied as provided in Article XII hereof; providedhave the right, howeverpower and authority, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking whether or not it takes possession of the Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, sue for and recover in its own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of Rents, if anythe same, and the application thereof as aforesaidbalance to the payment of the Obligation; provided further, however, that Beneficiary shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant be deemed to such notice except to the extent that such default is fully cured. Failure or discontinuance have taken possession of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee Property except on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Beneficiary to institute any right, power type of legal proceedings or authority herein granted take any other action whatsoever to enforce the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of assignment provisions in this Indenture, to any such tenancy, lease or optionSection 5.2.

Assignment of Rents. As additional security hereunderTrustor unconditionally and absolutely assigns to Beneficiary all of Trustor's right, the Borrower hereby grantstitle and interest in and to: all leases, bargainssubleases, conveysoccupancy agreements, assignslicenses, transfers rental contracts and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over other agreements now or hereafter existing relating to the Beneficiary, as well as the Trustee on behalf use or occupancy of the BeneficiaryPremises, together with all Rentsguarantees, if anymodifications, extensions and renewals thereof; providedand all rents, howeverissues, that unless profits, income and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become proceeds due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due from tenants of the Premises (the "Leases"), including rentals and all other payments of any kind under any leases now existing or hereafter entered into, together with all deposits (including security deposits) of tenants thereunder. This is an absolute assignment to Beneficiary and not an assignment as security for the performance of the obligations under the Leases and attorn to all Credit Documents, or any other obligations thereunder, directly indebtedness. Subject to the Beneficiary without any obligation on their part to determine whether an Event provisions of Default doesherein below, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of have the right, power and authority herein conferred upon it. Nothing contained hereinto: notify any person that the Leases have been assigned to Beneficiary and that all rents and other obligations are to be paid directly to Beneficiary, nor whether or not Beneficiary has commenced or completed foreclosure or taken possession of the exercise Premises; settle compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any rents or other obligations under the Leases; enforce payment of rents and other rights under the Leases, prosecute any action or proceeding , and defend against any claim with respect to rents and Leases; enter upon, take possession of and operate the Premises, lease all or any part of the Premises; and/or perform any and all obligations of Trustor under the Leases and exercise any and all rights of Trustor therein contained to the full extent of Trustor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver. At Beneficiary's request, Trustor shall deliver a copy of this Deed of Trust to each tenant under a Lease. Trustor irrevocably directs any tenant, without any requirement for notice to or consent by Trustor, to comply with all demands of Beneficiary under this Section 2.5 and to turn over to Beneficiary on demand all rents which it receives. Beneficiary shall have the right, power or authority herein granted but not the obligation, to use and apply all rents received hereunder in such order and such manner as Beneficiary may determine in accordance with the BeneficiaryCredit Agreement. Notwithstanding that this is an absolute assignment of the rents and Leases and not merely the collateral assignment of, or the Trustee on grant of a lien or security interest in the Beneficiary's behalfrents and Leases, shall Beneficiary grants to Trustor a revocable license to collect and receive the rents and to retain, use and enjoy such rents. Such license may be construed to be an affirmation revoked by it Beneficiary only upon the occurrence of any tenancyEvent of Default. Trustor shall apply any rents which it receives to the payment due under the Secured Obligations, lease taxes, assessments, water charges, sewer rents and other governmental charges levied, assessed or optionimposed against the Premises, nor an assumption insurance premiums, and other obligations of liability underlessor under the Leases before using such proceeds for any other purpose. [UNLESS APPLICABLE (IN WHICH CASE DEFINED TERM "PREMISES" TO BE CHANGED TO "LEASED PREMISES"), nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionDELETE IF SITE IS HELD VIA LEASE].

Assignment of Rents. As additional security hereunderGrantor hereby absolutely assigns and transfers to Bank all the leases, the Borrower hereby grantsrents, bargains, conveys, assigns, transfers issues and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf profits of the BeneficiaryProperty (collectively "Rents"). Although this assignment is effective immediately, all Rentsso long as no Default exists, if any; provided, however, that unless Bank gives to and until an Event of Default occurs, confers upon Grantor the Borrower will have privilege under a revocable license to collect and retain such Rents as and whenthey become due, but not beforeprior to accrual, the same shall become due Rents and payableto demand, receive and enforce payment, give receipts, releases and satisfactions, and xxx in the name of Grantor for all such Rents. Grantor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon an Event any occurrence of Default, the Beneficiary license granted to Grantor herein shall be immediately entitled automatically revoked without further notice to or demand upon Grantor, and may collect such Rents. In additionBank shall have the right, upon an Event of Defaultin its discretion, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Grantor, and (iii) in its own name, xxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance or Transfer of an Interest in Grantor. Without the prior written consent of Bank in each instance, Grantor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, whether voluntarily, involuntarily or by operation of law, or (iii) enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property. A "transfer" of the Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property; and (c) an agreement by Grantor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of or the grant of a security interest in its own nameand to any Leases. Bank’s consent to any conveyance or encumbrance may be conditioned upon an increase in the interest rate specified in the Note (or other Obligations), sue xxx an extension or otherwise collect such Rentscurtailment of the maturity of the Obligations, or other modification of the Note or this instrument. The Borrower hereby agrees with NOTICE: THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE, CONVEYANCE, OR FURTHER ENCUMBRANCE OF THE PROPERTY HEREBY CONVEYED Remedies of Bank on Default. Failure of Grantor or any other person liable to timely pay or perform any of the Beneficiary that other parties under the Leases may, upon notice from the BeneficiaryObligations beyond any applicable grace periods, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of any Default, thereafter pay directly as defined in the Note (the reference herein and in the Note to the Beneficiary Credit Agreement shall mean such agreement as it may be modified from time to time and such references shall continue to be effective notwithstanding the Rents due and to become due under the Leases and attorn to all other obligations thereundertermination of such Credit Agreement), directly to the Beneficiary without any obligation on their part to determine whether or an Event of Default doesas defined in the Credit Agreement, is a default ("Default") under this Deed of Trust. Upon the occurrence of Default the following remedies are available, without limitation, to Bank: (i) Bank may exercise any or all of Bank's remedies under this Deed of Trust or other Loan Documents including, without limitation, acceleration of the maturity of all payments and Obligations, other than Obligations under any swap agreements (as defined in fact11 U.S.C. § 101) with Bank or any of its affiliates, exist or has, which shall be due in fact, occurred. All Rents collected accordance with and governed by the Trustee provisions of said swap agreements; (ii) Bank may take immediate possession of the Property or any part thereof (which Grantor agrees to surrender to Bank) and manage, control or lease the Beneficiary shall be applied same to such persons and at such rental as provided in Article XII hereof; providedit may deem proper and collect and apply Rents to the payment of: (a) the Obligations, however, that if the together with all costs and attorneys' fees; (b) all Impositions and any other levies, assessments or liens which may be prior in lien or payment to the Obligations, and premiums for insurance, with interest on all such items; and (c) the cost of all alterations, repairs, replacements and expenses incident to taking and attorney's fees shall exceed the amount retaining possession of the Property and the management and operation thereof; all in such order or priority as Bank in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure sale of the Property; (iii) Bank may foreclose this Deed of Trust pursuant to applicable law and exercise all remedies available under the Uniform Commercial Code or other laws; (iv) Bank may apply to any court of competent jurisdiction for the appointment of a receiver for all purposes including, without limitation, to manage and operate the Property or any part thereof, and to apply the Rents collectedtherefrom as hereinabove provided. In the event of such application, the excess shall be added Grantor consents to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided hereinappointment of a receiver, and shall agrees that a receiver may be immediately due and payable. The entering upon and taking possession appointed without notice to Grantor, without regard to whether Grantor has committed waste or permitted deterioration of the Property, without regard to the collection adequacy of Rents, if anyany security for the Obligations, and without regard to the solvency of Grantor or any other person, firm or corporation who or which may be liable for the payment of the Obligations; (v) Upon application thereof of Bank, Trustee shall sell the Property and pay the proceeds of sale according to the following terms and conditions: (a) Trustee shall foreclose upon this Deed of Trust and sell the Property, or any part of the Property, at public sale conducted according to applicable law (referred to as aforesaid"Trustee's Sale"); (b) Trustee shall provide such notice and shall advertise a Trustee's Sale in the manner required by applicable law and Grantor agrees that if such advertisement be inserted on a daily basis it shall be published not less than once a day for three days, which may be consecutive days; (c) Trustee shall not cure conduct additional Trustee's Sales as may be required until all of the Property is sold or waive the Obligations are satisfied; (d) Trustee, may receive bids at Trustee's Sale from the Bank and may accept from Bank as successful bidder, credit against the Obligations as payment of any Event portion of Default or notice of default, if any, the purchase price; (e) Trustee may receive a reasonable fee for Trustee's services hereunder, nor invalidate not to exceed the maximum fee allowed by applicable law; and (f) Trustee shall apply the proceeds of Trustee's Sale, as required by law; and (vi) With respect to any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance portion of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement Property governed by the BeneficiaryUCC, or the Trustee on the Beneficiary's behalf, Bank shall have all of the right, power rights and authority herein conferred remedies of a secured party thereunder. Bank may elect to foreclose upon it. Nothing contained herein, nor the exercise any Property that is fixtures under law applicable to foreclosure of any right, power interests in real estate or authority herein granted law applicable to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionpersonal property.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely assigns and transfers to Bank all the leases, the Borrower hereby grantsrents, bargains, conveys, assigns, transfers issues and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf profits of the BeneficiaryProperty (collectively “Rents”). Although this assignment is effective immediately, all Rentsso long as no Default exists, if any; provided, however, that unless Bank gives to and until an Event of Default occurs, confers upon Mortgagor the Borrower will have privilege under a revocable license to collect and retain such Rents as and whenthey become due, but not beforeprior to accrual, the same shall become due Rents and payableto demand, receive and enforce payment, give receipts, releases and satisfactions, and xxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon an Event any occurrence of Default, the Beneficiary license granted to Mortgagor herein shall be immediately entitled automatically revoked without further notice to or demand upon Mortgagor, and may collect such Rents. In additionBank shall have the right, upon an Event of Defaultin its discretion, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or any part thereofits designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sue xxx for or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiaryincluding those past due, or the Trustee acting on behalf of the Beneficiaryand apply Rents, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the less costs and expenses of operation and attorney's fees shall exceed collection, including attorneys’ fees, to the amount Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, foregoing rights shall not cure or waive any Event of Default or notice of default, if any, Default hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely, presently and unconditionally assign and transfers to Mortgagee all the Borrower hereby grantsincome, bargainsrents, conveysroyalties, assignsrevenue, transfers and sets overissues, profits, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf proceeds of the BeneficiaryMortgaged Property, all Rentswhether now due, if any; providedpast due or to become due, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled hereby gives to and may collect such Rents. In addition, confers upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of Mortgagee the right, power and authority herein conferred to collect such income, rents, royalties, revenue, issues, profits and proceeds. Subject to the terms of the Loan Documents, Xxxxxxxxx irrevocably appoint Mortgagee their true and lawful attorney effective upon itthe occurrence and continuance of an Event of Default hereunder at the option of Mortgagee at any time to demand, receive, and enforce payment, to give receipts, releases, and satisfactions and to sue, either in the name of either of Mortgagor or in the name of Mortgagee, for all such income, rents, royalties, revenue, issues, profits and proceeds and apply the same to the repayment of the indebtedness secured hereby. Nothing contained hereinIt is understood and agreed that the foregoing assignment of income, rents, royalties, revenue, issues, profits and proceeds to Mortgagee shall not be deemed to make Mortgagee a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Mortgaged Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Mortgagee, in person or by agent, assumes actual possession thereof, nor shall appointment of a receiver for the exercise Mortgaged Property by any court at the request of Mortgagee or by agreement with Mortgagor or the entering into possession of the Mortgaged Property or any right, power part thereof by such receiver be deemed to make Mortgagee a “mortgagee-in- possession” or authority herein granted otherwise responsible or liable in any manner with respect to the Beneficiary, Mortgaged Property or the Trustee on the Beneficiary's behalfuse, shall be construed to be an affirmation by it occupancy, enjoyment or operation of all or any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionportion thereof.

Assignment of Rents. As additional security hereunder(a) Mortgagor hereby absolutely, the Borrower hereby grants, bargains, presently and unconditionally conveys, assigns, transfers and sets overassigns to Lender all of Mortgagor’s right, title and by these presents does grantinterest, bargainnow existing or hereafter arising, convey, assign, transfer in and set over to the BeneficiaryLeases and Rents. Notwithstanding that this assignment is effective immediately, so long as well as the Trustee on behalf of the Beneficiary, all Rents, if any; provided, however, that unless and until an no Event of Default occursexists, Xxxxxxxxx shall have the Borrower will have privilege under a revocable license granted hereby to collect operate and retain such Rents manage the Property and to collect, as and whenthey become due, but not beforemore than one (1) month prior to accrual, the same Rents. Mortgagor shall become due receive and payable. Upon an Event hold such Rents in trust as a fund to be applied, and Xxxxxxxxx hereby covenants and agrees that such Rents shall be so applied, first to the operation, maintenance and repair of Defaultthe Property, including, without limitation, the Beneficiary shall be immediately entitled to payment of taxes and may collect such Rents. In additioninsurance, upon an Event and the payment of Defaultinterest, principal and other sums becoming due under the BeneficiaryDebt, or the Trustee on the Beneficiary's behalf, may at before retaining and/or disbursing any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession part of the Property Rents for any other purpose. The license herein granted to Mortgagor shall automatically, without notice or any part thereofother action by Xxxxxx, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, terminate upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to and all Rents subsequently collected or received by Mortgagor shall be held in trust by Xxxxxxxxx for the Beneficiary sole and exclusive benefit of Lender. Nothing contained in this Section 1.2, and no collection by Xxxxxx of Rents, shall be construed as imposing on Lender any of the Rents due and to become due obligations of the lessor under the Leases Leases. The assignment of rents contained in this Security Instrument is intended to and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether do constitute an assignment of rents as contemplated in Florida Statutes Section 697.07. If an Event of Default doesthen exists, Lender shall be entitled to the remedies provided in said Section 697.07, in factaddition to all rights and remedies, exist whether procedural or hassubstantive, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest effect at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession time of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure execution or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optionSecurity Instrument.

Assignment of Rents. As additional security hereunderMortgagor hereby absolutely assigns and transfers to Bank all the leases, the Borrower hereby grantsrents, bargains, conveys, assigns, transfers issues and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf profits of the BeneficiaryProperty (collectively "Rents"). Although this assignment is effective immediately, all Rentsso long as no Default exists, if any; provided, however, that unless Bank gives to and until an Event of Default occurs, confers upon Mortgagor the Borrower will have privilege under a revocable license to collect and retain such Rents as and whenthey become due, but not beforeprior to accrual, the same shall become due Rents and payableto demand, receive and enforce payment, give receipts, releases and satisfactions, and xxx in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon an Event any occurrence of Default, the Beneficiary license granted to Mortgagor herein shall be immediately entitled automatically revoked without further notice to or demand upon Mortgagor, and may collect such Rents. In additionBank shall have the right, upon an Event of Defaultin its discretion, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Obligations, (i) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorized and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, xxx for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank’s exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance or Transfer of an Interest in Mortgagor. Without the prior written consent of Bank in each instance, Mortgagor shall not (i) sell, convey, transfer or encumber the Property, or any part thereof or interest therein, whether legal or equitable, (ii) cause or permit any transfer of the Property or any part thereof, and in its own namewhether voluntarily, sue xxx involuntarily or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiaryby operation of law, or the Trustee acting on behalf of the Beneficiary(iii) enter into any agreement or transaction to transfer, on the occurrence of an Event of Defaultor accomplish in form or substance a transfer, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except to the extent that such default is fully cured. Failure or discontinuance A "transfer" of the Trustee Property includes: (a) the direct or indirect sale, transfer or conveyance of the Property or any portion thereof or interest therein; (b) the execution of an installment sale contract or similar instrument affecting all or any portion of the Property ;and (c) an agreement by Mortgagor leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of or the Beneficiary at grant of a security interest in and to any time Leases. Bank’s consent to any conveyance or from time to timeencumbrance may be conditioned upon an increase in the interest rate specified in the Notes (or other Obligations), to collect said Rents, shall not in any manner impair an extension or curtailment of the subsequent enforcement by maturity of the BeneficiaryObligations, or the Trustee on the Beneficiary's behalf, other modification of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power Notes or authority herein granted to the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or optioninstrument.

Assignment of Rents. As additional security hereunder, the Borrower Grantor does hereby grants, bargains, conveys, assigns, transfers absolutely and sets over, and by these presents does grant, bargain, convey, unconditionally assign, transfer and set over to Noteholder all rents, income, receipts, revenues, issues and proceeds to be derived from the BeneficiaryMortgaged Property, as well as including, without limitation, the Trustee on behalf immediate and continuing right to collect and receive all of the Beneficiaryrents, income, receipts, revenues, issues, profits and other sums of money that may now or at any time hereafter become due and payable to Grantor under the terms of any leases now or hereafter covering the Mortgaged Property, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, deficiency rents and liquidated damages following default, all proceeds payable under any policy of insurance covering the loss of rents resulting from untenantability caused by destruction or damage to the Mortgaged Property, and all of Grantor's rights to recover monetary amounts from any tenant in bankruptcy, including, without limitation, rights of recovery for use and occupancy and damage claims arising out of lease defaults, including rejections, under any Applicable Bankruptcy Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Mortgaged Property or any part thereof (collectively, the "Rents"); and all proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction, if anyerection or renovation of the Mortgaged Property; subject however to a license hereby granted by Noteholder to Grantor to collect and receive all of the foregoing (such license evidenced by Noteholder's acceptance of the Mortgage), subject to the terms and conditions hereof. Notwithstanding anything contained herein or in any of the other Loan Documents to the contrary, the assignment in this Paragraph is an absolute, unconditional and presently effective assignment and not merely a security interest; provided, however, that unless and until an Event of Default occurs, the Borrower will have a license to collect and retain such Rents as and when, but not before, the same shall become due and payable. Upon an Event of Default, the Beneficiary shall be immediately entitled to and may collect such Rents. In addition, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Default, thereafter pay directly to the Beneficiary the Rents due and to become due under the Leases and attorn to all other obligations thereunder, directly to the Beneficiary without any obligation on their part to determine whether an Event of a Default does, in fact, exist or has, in fact, occurred. All Rents collected by the Trustee or the Beneficiary shall be applied (as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of default, if any, hereinafter defined) hereunder, nor invalidate any act done pursuant such license shall automatically and immediately terminate and Grantor shall hold all Rents paid to such notice except to Grantor thereafter in trust for the extent that such default is fully cured. Failure or discontinuance use and benefit of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, Noteholder and Noteholder shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of have the right, power and authority herein conferred upon it. Nothing contained hereinauthority, nor whether or not it takes possession of the Mortgaged Property, to seek enforcement of any such lease, contract or bond and to demand, collect, receive, xxx for and recover in its own name any and all of the above described amounts assigned hereby and to apply the sum(s) collected, first to the payment of expenses incident to the collection of the same, and the balance to the payment of the Indebtedness; provided further, however, that Noteholder shall not be deemed to have taken possession of the Mortgaged Property except on the exercise of its option to do so, evidenced by its demand and overt act for such purpose. It shall not be necessary for Noteholder to institute any right, power type of legal proceedings or authority herein granted take any other action whatsoever to enforce the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or option, nor an assumption of liability under, nor the subordination of the lien or charge of assignment provisions in this Indenture, to any such tenancy, lease or optionParagraph 3.1.

Assignment of Rents. As additional security hereunderThe assignment, the Borrower hereby grants, bargains, conveys, assigns, transfers grant and sets over, and by these presents does grant, bargain, convey, assign, transfer and set over to the Beneficiary, as well as the Trustee on behalf conveyance of the Beneficiary, all Leases and Rents, if any; Proceeds and other rents, income proceeds and benefits of the Trust Premises contained in the Granting Clause of this Deed of Trust shall constitute an absolute, present and irrevocable assignment, grant and conveyance, provided, however, that unless permission is hereby given to the Trustor, so long as no sale, foreclosure or other proceeding pursuant to Article III hereof to convey any interest in the Trust Premises has been commenced (each of the foregoing, a “Triggering Event”), to: (i) collect, receive and until an Event of Default occursapply such Rents, Proceeds and other rents, income, proceeds and benefits from the Borrower will have a license to collect and retain such Rents Trust Premises as and when, but not before, the same shall they become due and payable, but not further in advance thereof than is customary, and in accordance with all of the other terms, conditions and provisions hereof, of the Indenture, the Collateral Documents, Leases, Contracts and any other agreements and/or instruments with respect to which such payments are made or such other benefits are conferred; or (ii) pledge to the First Lien Collateral Agent the right to collect, receive and apply such Rents, Proceeds and other rents, income, proceeds and benefits to the extent same constitute Proceeds of Second Lien Collateral that are First Lien Collateral (as each such term is defined in the Intercreditor Agreement). Upon an Event the occurrence and continuance of Defaulta Triggering Event, such permission under subsection (i) above shall terminate immediately and automatically, without notice to the Trustor or any other Person except as required by law, and shall not be reinstated without the express written consent of the Beneficiary and upon the occurrence of a Disposition such permission under subsection (ii) above shall terminate immediately and automatically with respect to any Rents, Proceeds and other rents, income, proceeds and benefits from Trust Premises that are the subject of a Disposition, without notice to the Trustor or any other Person except as required by law. Such assignment shall be fully effective without any further action on the part of the Trustor, the Trustee, or the Beneficiary, and the Beneficiary shall be immediately entitled to and may collect such Rents. In additionentitled, at its option, upon an Event of Default, the Beneficiary, or the Trustee on the Beneficiary's behalf, may at any time and without notice, either in person or by agent or by receiver to be appointed by a court, enter and take possession of the Property or any part thereof, and in its own name, sue xxx or otherwise collect such Rents. The Borrower hereby agrees with the Beneficiary that other parties under the Leases may, upon notice from the Beneficiary, or the Trustee acting on behalf of the Beneficiary, on the occurrence of an Event of Defaulta Triggering Event, thereafter pay directly to the Beneficiary the Rents due collect, receive and to become due under the Leases apply all Rents, Proceeds and attorn to all other obligations thereunderrents, directly to income, proceeds and benefits from the Beneficiary without Trust Premises, including all right, title and interest of the Trustor in any obligation on their part to determine escrowed sums or deposits or any portion thereof or interest therein, whether an Event of Default does, in fact, exist or has, in fact, occurred. All Rents collected by not the Trustee or the Beneficiary shall be applied as provided in Article XII hereof; provided, however, that if the costs and expenses and attorney's fees shall exceed the amount of the Rents collected, the excess shall be added to the Indebtedness, shall bear interest at the maximum rate allowable by law as provided herein, and shall be immediately due and payable. The entering upon and taking takes possession of the Property, the collection of Rents, if any, and the application thereof as aforesaid, shall not cure Trust Premises or waive any Event of Default or notice of default, if any, hereunder, nor invalidate any act done pursuant to such notice except part thereof. The Trustor further grants to the extent that such default is fully cured. Failure or discontinuance of the Trustee or the Beneficiary at any time or from time to time, to collect said Rents, shall not in any manner impair the subsequent enforcement by the Beneficiary, or the Trustee on the Beneficiary's behalf, of the right, power and authority herein conferred upon it. Nothing contained herein, nor the exercise of any right, power or authority herein granted to at the Beneficiary, or the Trustee on the Beneficiary's behalf, shall be construed to be an affirmation by it of any tenancy, lease or ’s option, nor an assumption upon the occurrence and continuance of liability undera Triggering Event hereunder, nor the subordination of the lien or charge of this Indenture, to any such tenancy, lease or option.to: