Common use of Leases and Rents Clause in Contracts

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. () Except as otherwise consented to by Lender, all Leases shall be written on a standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. All proposed leases shall be subject to the prior approval of Lender except that all proposed leases which (i) Borrower absolutely and unconditionally assigns to are on the same form of lease which has been approved by Lender, (ii) are the result of an arms-length transaction, (iii) which provide for rental rates comparable to existing market rates, (iv) where space to be leased does not exceed more than ten percent (10%) of total rentable space of the Property, (v) where the proposed tenant is an independent third party not affiliated with the Borrower’s right, title and interest in all current and future Leases and Rents as collateral for (vi) do not contain any terms which would materially affect Lender's rights under this Security Instrument, the LoanNote or the Other Security Documents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender subject to the performance prior approval of Lender. Notwithstanding subsections (ii), (iii) and (v) above, Borrower may lease units to employees of Borrower, but the aggregate number of units leased to such employees shall not exceed 1.5% of the total number of units at the Property. Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases if the failure to perform or observe the same would materially and adversely affect the value of the Property taken as a whole and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed; provided, however, with respect to multifamily residential property, a residential Lease may be terminated in the event of a default by the tenant thereunder; (iv) shall not collect any of the covenantsRents more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) shall not (A) materially alter, conditions modify or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to change the terms of the Leases without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed if the alteration, modification or change does not materially and adversely affect the value of the Property taken as a whole and provided further that such Lease, as altered, modified or changed, is otherwise in compliance with the requirements of this Section 5.1(z)Security Instrument, Lender grants or (B) cancel or terminate any Lease (except for defaults thereunder) of more than ten (10%) percent of the rentable space of the Property or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and manage (viii) shall not consent to any assignment of or subletting under the Mortgaged Property and to collect, use and apply the Rents Leases not in accordance with their terms, without the terms hereof prior written consent of Lender. Notwithstanding the foregoing, subdivisions (ii), (vi), (vii) and otherwise act as the landlord under the Leases, which license (viii) shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held not apply to residential Leases for space in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofa multifamily residential property.

Leases and Rents. (i) Borrower absolutely Trustor hereby irrevocably, absolutely, presently ---------------- and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Beneficiary the Leases and Rents as collateral for of the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security onlyProperty. Such assignment Beneficiary shall have the right to Lender shall not be construed to bind Lender apply the Rents (after payment of all necessary expenses) to the performance of any of the covenantsObligations. THIS IS AN ABSOLUTE ASSIGNMENT, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderNOT AN ASSIGNMENT FOR SECURITY ONLY. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)paragraph, Lender grants Beneficiary and Trustee waive the right to Borrower a license enter the Property for the purpose of collecting the Rents, and grant Trustor the right to leasecollect the Rents. Trustor shall hold the Rents, maintain, operate and manage or an amount sufficient to cover the Mortgaged payment of all operating expenses of the Property and to collectdischarge all current sums due on the Obligations, in trust for use in payment of such current operating expenses and current sums due on the Obligations. The right of Trustor to collect the Rents may be revoked by Beneficiary upon any default by Trustor under the terms of the Note or this Deed of Trust by giving notice of such revocation to Trustor. Following such notice Beneficiary or Trustee may retain and apply the Rents toward payment of the Obligations in accordance with such order, priority and proportions as Beneficiary, in its discretion, shall deem proper, or to the terms hereof operation, maintenance and otherwise act as repair of the landlord Property, and irrespective of whether Beneficiary or Trustee shall have commenced a foreclosure of this Deed of Trust or a sale of the Property pursuant to the provisions of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. Trustor shall not, without the consent of Beneficiary, make, or suffer to be made, any Leases or modify or cancel (except based upon a material default of the tenant) any Leases or accept prepayments of installments of the Rents for a period of more than one (1) month in advance or further assign the whole or any part of the Rents. Trustor shall (a) fulfill or perform each and every provision of the Leases on the part of Trustor to be fulfilled or performed, (b) promptly send copies of all notices of default which Trustor shall send or receive under the Leases to Beneficiary, and (c) enforce, short of termination of the Leases, the performance or observance of the provisions thereof by the tenants thereunder. In addition to the rights which license shall be deemed automatically revoked upon Beneficiary may have herein, in the occurrence and during the continuance event of an Event of Default any default under this Agreement. Any portion Deed of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofTrust, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightBeneficiary, at its option, upon revocation of the license granted hereinmay require Trustor to pay monthly in advance to Beneficiary, to enter upon the Mortgaged Property in person, by agent Trustee or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Property as may be in possession of Trustor. Upon default in any such payment, Trustor will vacate and surrender possession of the Property to Beneficiary, Trustee or to such receiver and, in default thereof, Trustor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be applied toward payment construed as imposing on Beneficiary or Trustee any of the Indebtedness as set forth in Section 2.8 hereofobligations of the lessor under the Leases.

Leases and Rents. (ia) In connection with the Loan, Borrower has absolutely and unconditionally assigns assigned to Lender, Lender all of Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this such assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Section, Lender grants has granted to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower shall be held hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits discretion shall deem appropriate.

Leases and Rents. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) Borrower absolutely provide for rental rates comparable to existing local market rates for similar properties, if available, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such Lease is subordinate to the Security Instrument and unconditionally assigns that the lessee will attorn to Lender and any purchaser at a foreclosure sale, (iv) not contain any terms which would have a Material Adverse Effect and (v) shall be subject to Lender’s prior written approval as provided herein. Borrower shall not, Borrowerwithout the prior written consent of Lender, grant any approval under (or permit any approval to be deemed granted under), permit any sublease of, enter into, enter into any agreement with respect to (including, without limitation, any non-disturbance agreement), renew, extend, amend, modify, permit any assignment of, waive any provisions of (other than a waiver of immaterial provisions that do not have a Material Adverse Effect), release any party to, terminate, exercise any recapture or enforcement rights with respect to (including, without limitation, any exercise of rights after a Tenant default), reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Lease. Notwithstanding the foregoing or anything contained herein to the contrary, Borrower may enter into one or more subleases at any Individual Property, without Lender’s rightconsent, title provided, that (i) the applicable Tenant remains fully liable under the terms of the applicable Lease, (ii) the aggregate subleases at an Individual Property do not exceed forty-nine percent (49%) of the total rentable area of the applicable Individual Property, and interest in all current and future Leases and Rents (iii) there is no downgrade, withdrawal or qualification of the long term unsecured debt rating of the applicable Tenant below its long term unsecured debt rating as collateral for of the Loandate hereof. Further, it being intended by Borrower that this assignment constitutes a presentnotwithstanding the foregoing or anything contained herein to the contrary, absolute assignment and not an assignment for additional security only. Such assignment to the prior written consent of Lender shall not be construed to bind Lender to the performance required in connection with an amendment or modification of any Lease, if such amendment or modification is immaterial and Borrower furnishes Lender with a copy of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance same after execution thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)paragraph, Lender grants Mortgagee waives the right to Borrower a license to lease, maintain, operate and manage enter the Mortgaged Property for the purpose of collecting the Rents, and grants Mortgagor the right to collectcollect the Rents. Mortgagor shall collect and hold the Rents, or an amount sufficient to discharge all current sums due on the Debt, in trust for use in payment of the Debt. The right of Mortgagor to collect the Rents may be revoked by Mortgagee upon the occurrence of any Event of Default by giving notice of such revocation to Mortgagor. Following such notice and as long as such Event of Default is continuing (it being understood that the decision whether or not to accept the cure of an Event of Default shall be in the sole and absolute discretion of Mortgagee), Mortgagee may retain and apply the Rents toward payment of the Debt in accordance with such order, priority and proportions as Mortgagee, in its discretion, shall deem proper, or to the terms hereof operation, maintenance and otherwise act as repair of the landlord under Mortgaged Property, and irrespective of whether Mortgagee shall have commenced a foreclosure of this Mortgage or shall have applied or arranged for the Leasesappointment of a receiver. In addition, which license Mortgagee shall be deemed automatically revoked upon have the absolute and unconditional right following the occurrence and during the continuance of an Event of Default to notify the tenants under this Agreementthe Leases that all Rents should be paid directly to Mortgagee. Any portion of In addition to the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of rights which Mortgagee may have herein, if an Event of Default shall occur and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightcontinuing Mortgagee, at its option, upon revocation of the license granted hereinmay require Mortgagor to pay monthly in advance to Mortgagee, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Mortgaged Property as may be in possession of Mortgagor. Upon default in any such payment, Mortgagor will vacate and surrender possession of the Mortgaged Property to Mortgagee, or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be applied toward payment construed as imposing on Mortgagee any of the Indebtedness as set forth in Section 2.8 hereofobligations of the landlord under the Leases.

Leases and Rents. (ia) Borrower Trustor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Beneficiary all of Trustor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender Beneficiary to the performance of any of the covenants, conditions covenants or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignmentBeneficiary. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Beneficiary grants to Borrower Trustor a revocable license to lease, maintain, operate and manage the Mortgaged Trust Property and to collect, use and apply collect the Rents in accordance with subject to the terms hereof and otherwise act as requirements of the landlord under Loan Agreement (including the Leases, which license shall be deemed automatically revoked upon deposit of Rents into the occurrence and during the continuance of Clearing Account). Upon an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower Trustor herein shall automatically be revoked, and Lender Beneficiary shall immediately be entitled to possession of all RentsRents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender Beneficiary enters upon or takes control of the Mortgaged Trust Property. Lender is Trustor hereby granted grants and assigned by Borrower assigns to Beneficiary the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Trust Property in person, by agent or by court-appointed receiver to collect the Rents. Any Unless prohibited by applicable law, any Rents collected after the revocation of the such license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Beneficiary in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (i) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMortgagee, Borrowerall Mortgagor’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to Notwithstanding the terms provisions of this Section 5.1(z)7, Lender grants to Borrower a so long as no Event of Default shall have occurred and be continuing under the Loan Documents, Mortgagor shall have the sole but revocable right and license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases and to enforce the covenants of the Leases, which license shall be deemed automatically revoked upon . Upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment by Mortgagee as determined by Mortgagee in its discretion. Mortgagor expressly understands that any and all proposed leases are included in the definition of “Lease” or “Leases” as such terms may be used throughout this Mortgage, the Note and the other Loan Documents. In the event of any conflict between the provisions of this Section 7 and the terms and conditions of that certain Assignment of Leases and Rents from Mortgagor to Mortgagee of even date herewith, the terms and conditions of the Indebtedness as set forth in Section 2.8 hereofAssignment of Leases and Rents shall control.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. (i) Borrower absolutely Mortgagor represents that there are no leases or tenancies with respect to the Mortgaged Property. Mortgagor has and unconditionally assigns hereby does assign to Lender, Borrower’s right, title Mortgagee the Rents and interest in all current and future Leases and Rents as collateral Collateral Agent, on behalf of Mortgagee, shall have the right to enter the Mortgaged Property for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment purposes of enforcing its interests in the Leases and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignmentRents. Nevertheless, subject to the terms of this Section 5.1(z)paragraph 7, Lender grants Collateral Agent waives the right to Borrower a license to lease, maintain, operate and manage enter the Mortgaged Property for the purpose of collecting the Rents, and grants Mortgagor the right to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or an amount sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the IndebtednessDebt. Upon The right of Mortgagor to collect the occurrence Rents may be revoked by Collateral Agent, on behalf of an Mortgagee, upon any Event of Default (hereinafter defined). Upon or at any time after an Event or Default, Collateral Agent, on behalf of Mortgagee, may, with or without entering upon and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to taking possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property, collect, retain and apply the Rents, less costs of operation and collection (included but not limited to employment of guard service and attorneys' fees), toward payment of the Debt in such priority and proportions as Collateral Agent in its discretion shall deem proper. Lender is hereby granted Mortgagor shall furnish Collateral Agent with executed copies of all Leases. All proposed Leases shall be subject to the prior approval of Collateral Agent. Mortgagor shall submit to Collateral Agent all proposed Leases together with a summary of the proposed business terms of such Lease, a description and assigned by Borrower identification of the rightproposed tenant and such other information as Collateral Agent may thereafter request concerning the proposed Lease and proposed tenant thereunder. All Leases shall provide that they are subordinate to this Mortgage and that the lessee attorns to Mortgagee. Mortgagor shall not, without the consent of Collateral Agent, cancel, abridge or otherwise modify any Leases or accept prepayments of installments of Rent under any Lease for a period of more than one (1) month in advance or further assign the whole or any part of the Leases or the Rents without the consent of Collateral Agent. In respect of any Lease, Mortgagor will (a) fulfill or perform each and every provision thereof on the lessor's part to be fulfilled or performed; (b) promptly send copies to Collateral Agent of all notices of default which Mortgagor shall send or receive thereunder, and (c) enforce all of the terms, covenants and conditions contained in the Leases upon the lessee's part to be performed, short of termination thereof. In addition to the rights which Collateral Agent, on behalf of Mortgagee, may have herein, upon the occurrence of any Event of Default, Collateral Agent, at its option, upon revocation may require Mortgagor to pay monthly in advance to Collateral Agent, on behalf of the license granted hereinMortgagee, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Mortgaged Property as may be in possession of Mortgagor and may require Mortgagor to vacate and surrender possession of the Mortgaged Property to Collateral Agent, or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be applied toward payment construed as imposing on the Mortgagee or Collateral Agent any of the Indebtedness as set forth in Section 2.8 hereofobligations of the lessor under the Leases.

Leases and Rents. (ia) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future All Leases and Rents as collateral for the Loanrenewals of Leases (provided, it being intended by Borrower however, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender any renewal of existing Leases shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(zsuch Lease) executed after the date hereof shall (i) provide for rental rates reasonably comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender grants and any purchaser at a foreclosure sale, (iv) not contain any terms which would have a Material Adverse Effect and (v) with respect to Borrower a license to leaseany Major Lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreementsubject to Lender’s prior written approval as provided herein. Any portion of the Rents held by Borrower shall not, without the prior written consent of Lender, such consent not to be held unreasonably withheld, conditioned or delayed, enter into, enter into any agreement with respect to (including, without limitation, any non-disturbance agreement), renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, exercise any recapture rights with respect to, reduce rents under, accept a surrender of space under, or shorten the term of, in trust each case, any Major Lease; provided, however, that (x) such consent shall not be required to the extent that the Major Lease provides for the benefit of Lender for use an extension or renewal that may be exercised in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revokedTenant’s discretion, and (y) Lender hereby consents to the Fifth Amendment to Lease. Lender shall immediately be entitled execute and deliver a Subordination Non-Disturbance and Attornment Agreement on Lender’s then current standard form (or such other reasonable form requested by such Tenants and reasonably approved by Lender) to possession of all Rents, whether or not Tenants under future Major Leases approved by Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness (as set forth in Section 2.8 hereofabove) promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, as are reasonably acceptable to Lender.

Leases and Rents. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) Borrower absolutely and unconditionally assigns to Lenderprovide, in Borrower’s rightreasonable business judgment, title for rental rates comparable to existing local market rates for similar properties (except for renewals pursuant to the terms and interest in all current conditions of Leases executed prior to the date hereof, the rental rates for which shall be consistent with the terms of the applicable Lease), (ii) be on commercially reasonable terms (unless otherwise consented to by Lender or for renewals pursuant to the terms and future conditions of Leases executed prior to the date hereof), and Rents as collateral for (iii) with respect to Leases entered into after the LoanClosing Date, it being intended by Borrower provide that this assignment constitutes a present, absolute assignment such Lease is subordinate to the Security Instrument and not an assignment for additional security only. Such assignment that the lessee will attorn to Lender and any purchaser at a foreclosure sale, provided, that such subordination and attornment may be contingent on Lender’s agreement not to disturb the Tenant’s use of such premises so long as no event of default under such Lease has occurred and is continuing. Notwithstanding anything to the contrary contained herein, Borrower shall not, without the prior written approval of Lender (which approval shall not be construed to bind Lender to the performance of any of the covenantsunreasonably withheld, conditions conditioned or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instrumentsdelayed), in form and substance reasonably satisfactory to Lenderenter into, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject renew (except for renewals pursuant to the terms and conditions of this Section 5.1(zLeases), Lender grants extend (except for extensions pursuant to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as conditions of Leases), amend, modify, permit any assignment of under (to the landlord extent Borrower consent is required under the Leasesterms of the applicable Lease for the applicable assignment), which license waive any economic provisions or other material provisions of, release any party to, terminate (except in the case of default by the Tenant thereunder), reduce rents under, accept a surrender of space under (unless required pursuant to the terms and conditions of the applicable Lease), or shorten the term of, in each case, any Major Lease. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this subparagraph (a) and Lender thereafter fails to approve or disapprove the same, Lender’s approval shall be deemed automatically revoked upon given with respect to the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust matter for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofwhich approval was requested.

Leases and Rents. (ia) Borrower Trustor does hereby absolutely and unconditionally assigns assign to LenderBeneficiary, Borrower’s all Trustor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Beneficiary shall not be construed to bind Lender Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderBeneficiary. Borrower shall Trustor agrees to execute and deliver to Lender Beneficiary such additional instruments, in form and substance reasonably satisfactory to LenderBeneficiary, as may hereafter be reasonably requested in writing by Lender Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Beneficiary grants to Borrower Trustor a revocable license to lease, maintain, operate and manage the Mortgaged Trust Property and to collectcollect the Rents. Trustor shall hold the Rents, use and apply or a portion thereof, sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Beneficiary for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during Default, without the continuance thereofneed for notice or demand, the license granted to Borrower Trustor herein shall automatically be revoked, and Lender Beneficiary shall immediately be entitled to possession of all Rents, whether or not Lender Beneficiary enters upon or takes control of the Mortgaged Trust Property. Lender is Beneficiary and Trustee are hereby granted and assigned by Borrower Trustor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Trust Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Beneficiary in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower As part of the consideration for the Secured Obligations, Mortgagor hereby absolutely and unconditionally assigns and transfers to Lender, BorrowerMortgagee all of Mortgagor’s right, title and interest in all current and future to the Leases and Rents as collateral the Rents, including those now due, past due or to become due by virtue of any Lease for the Loanoccupancy or use of all or any part of the Real Estate. Mortgagor hereby authorizes Mortgagee or Mortgagee’s agents to collect the Rents and hereby directs such tenants, it being intended lessees and licensees of the Real Estate to pay the Rents to Mortgagee or Mortgagee’s agents; provided, however, that prior to written notice given by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment Mortgagee to Lender shall not be construed to bind Lender to the performance Mortgagor of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of by Mortgagor, Mortgagor shall collect and receive the Rents held by Borrower shall be held in trust as trustee for the benefit of Lender for use in Mortgagee, to apply the payment Rents so collected to the Secured Obligations, to the extent then due, with the balance, so long as no Event of Default has occurred, to the account of Mortgagor. Mortgagor agrees that each and every tenant, lessee and licensee of the Indebtedness. Upon Real Estate shall pay, and hereby irrevocably authorizes and directs each and every tenant, lessee and licensee of the occurrence Real Estate to pay, the Rents to Mortgagee or Mortgagee’s agents on Mortgagee’s written demand therefor without any obligation on the part of said tenant, lessee or licensee to inquire as to the existence of an Event of Default and during notwithstanding any notice or claim of Mortgagor to the continuance thereof, the license granted to Borrower herein shall automatically be revokedcontrary, and Lender Mortgagor agrees that Mortgagor shall immediately be entitled to possession of all Rentshave no right or claim against said tenant, whether lessee or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent licensee for or by court-appointed receiver reason of any Rents paid to collect the Rents. Any Rents collected after the revocation Mortgagee following receipt of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofsuch written demand.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns to Lender, all Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Trust Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower shall be held hold the Rents, or a portion thereof, sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during prior to the continuance thereofacceptance of a cure thereof by Lender, without the need for notice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Trust Property. Upon the acceptance by Lender of a cure of any Event of Default, Lender shall reinstate the license granted to Borrower herein. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Trust Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower absolutely and unconditionally assigns Except as otherwise consented to by Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral shall be written on a standard form of lease for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment Property which shall have been submitted to Lender shall not be construed to bind Lender to in connection with the performance of any origination of the covenants, conditions or provisions contained in any such Lease Loan or otherwise impose any obligation upon approved by Lender. Upon request, Borrower shall execute and deliver to furnish Lender such additional instruments, with executed copies of all Leases. Except as required by changes in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing law or agreements with any association formed by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage homeowners association for the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust established for the benefit of Lender the pad site lessees and owners or lessees of manufactured homes to be placed thereon, provided that in no event shall any such agreements have a Material Adverse Effect (as hereinafter defined), no material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which approval shall not be unreasonably withheld or delayed. In addition, all renewals of Leases and all proposed leases shall be on arms length terms, shall provide for use market rents then prevailing in the payment market area of the IndebtednessProperty or as reasonably determined by Borrower in a manner consistent with prudent business practices of owners of similar properties and shall provide for free rent only if the same is consistent with prevailing market conditions; provided, however, (x) Borrower shall be permitted to offer leasing incentive consistent with its ordinary business and marketing practices and those of its affiliates, and (y) Borrower shall be permitted to allow month-to-month tenancies without obtaining written Lease renewals following the expiration of a Lease with an initial term of not less than six (6) months. Upon Subject to the occurrence restrictions contained in this Section 3.6(a), Borrower shall be permitted to lease sites at the Property to Sun Home Services, Inc. ("SHS"), an affiliate of an Event Borrower, as well as other dealers of Default manufactured homes, so that SHS and during such other dealers may place manufactured homes on such sites and enter into residential lease agreements pursuant to which tenants shall lease such manufactured homes, and sublease such sites, from SHS or such other dealers; provided, however, SHS and such other dealers shall be permitted to terminate any of its leases with Borrower if the continuance thereoftenants of SHS or such other dealers default under their leases with SHS or such other dealers. All proposed commercial Leases and renewals of existing Leases for commercial space shall be subject to the prior approval of Lender and its counsel, at Borrower’s expense. All Leases shall provide that they are subordinate to this Security Instrument and that the lessee agrees to attorn to Lxxxxx. For purposes hereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.term “

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, BorrowerLender all of Xxxxxxxx’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions covenants or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with subject to the terms hereof and otherwise act as requirements of the landlord under Loan Agreement (including the Leases, which license shall be deemed automatically revoked upon deposit of Rents into the occurrence and during the continuance of Clearing Account). Upon an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all RentsRents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender enters upon or takes control of the Mortgaged Property. Borrower hereby grants and assigns to Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Unless prohibited by applicable law, any Rents collected after the revocation of the such license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Lender all of Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions covenants or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with subject to the terms hereof and otherwise act as requirements of the landlord under Loan Agreement (including the Leases, which license shall be deemed automatically revoked upon deposit of Rents into the occurrence and during the continuance of Clearing Account). Upon an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all RentsRents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender enters upon or takes control of the Mortgaged Property. Borrower hereby grants and assigns to Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Unless prohibited by applicable law, any Rents collected after the revocation of the such license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, instruments in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Paragraph 4, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of Paragraph 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Mortgagor as “Assignor” to the Mortgagee as “Assignee” with respect to the Mortgaged Property (“Assignment of Leases and Rents”). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Mortgagee in its discretion shall deem proper. It is further the intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are no longer, during the term of this Mortgage, property of Mortgagor or property of any estate of Mortgagor as defined in Section 2.8 hereof.541 of the Bankruptcy Code and shall not constitute collateral, cash or otherwise, of Mortgagor. The term “

Leases and Rents. After the termination of this Lease and during the period thereafter during which any Lender is entitled to enter into a new lease of the Leased Premises, Landlord will not voluntarily terminate any Lease or the rights of the Subtenant thereunder (i) Borrower absolutely provided such lease is a permissible lease under this Lease), unless such Subtenant is in default under such lease and unconditionally assigns has failed to Lendercure same within the time provided under such lease. During such periods Landlord shall receive all rent and other payments due from Subtenants (subject to Landlord’s right to not accept such rent and other payments as set forth below), Borrower’s rightincluding Subtenants whose attornment it shall have agreed to accept, title as agent of such Lender and interest shall deposit such rents and payments in all current a separate and future Leases segregated account, but may withdraw and Rents pay to Landlord such sums as collateral are required or were required to be paid to Landlord under this Lease, at the time and in the amounts due hereunder, and may withdraw and expend such amounts as are necessary for the Loanmaintenance, it being intended by Borrower that this assignment constitutes a presentoperation, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any management of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents Leased Premises in accordance with the terms hereof requirements of this Lease; and, upon the execution and otherwise act as delivery of such new lease, Landlord shall account to the landlord lessee under the Leasessaid new lease for the balance, which license if any (after application as aforesaid), of the rent and other payments made under said leases. The collection of rent by Landlord acting as an agent pursuant to this Section shall not be deemed an acceptance by Landlord for its own account of the attornment of any Subtenant unless Landlord shall have agreed in writing with such Subtenant that its tenancy shall be continued following the expiration of any period during which a Lender may be granted a new lease, in which case such attornment shall take place upon such expiration but not before; provided, however, in the event Landlord determines that it cannot accept rent payments from a Subtenant without risk of being deemed automatically revoked upon to have accepted such Subtenant’s attornment (and Landlord has not previously agreed to recognize such Subtenant in the occurrence and during the continuance event of an Event of a Default under this AgreementLease by Tenant), Landlord shall have the right to direct such Subtenant to pay such rents directly to Lender. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted If all Lenders fail to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, exercise their rights to enter upon the Mortgaged Property in personinto a new lease or fail to timely execute such new lease, all rents collected by agent or Landlord on behalf of such Lenders pursuant to this Section shall become Landlord’s property free and clear of any claim by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license such Lenders and such Lenders shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofhave no further rights with respect thereto.

Leases and Rents. (i) Borrower To the extent the terms of this Section 7 are inconsistent with the terms of the Loan Agreement or the Assignment of Leases and Rents, the terms of the Loan Agreement and the Assignment of Leases and Rents shall control. Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMortgagee, Borrower’s all Mortgagor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to Notwithstanding the terms provisions of this Section 5.1(z)7, Lender grants to Borrower a so long as no Event of Default shall have occurred and be continuing under the Loan Documents, Mortgagor shall have the sole but revocable right and license to lease, maintain, operate and manage act as landlord under the Mortgaged Property Leases and to collectenforce the covenants of the Leases, provided, however, Mortgagor acknowledges it has no right to collect or use and apply the Rents except in accordance with the terms hereof and otherwise act as conditions of Article VII of the landlord under Loan Agreement and the Leases, which license shall be deemed automatically revoked upon Cash Management Agreement. Upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Subject to the terms of the Loan Agreement, any Rents collected after the revocation of the license shall be applied toward payment by Mortgagee in accordance with the Loan Agreement. Mortgagor expressly understands that any and all proposed leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Mortgage, the Indebtedness as set forth in Section 2.8 hereofNote and the other Loan Documents.

Leases and Rents. (ia) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future All Leases and Rents as collateral for the Loanrenewals of Leases (provided, it being intended by Borrower however, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender any renewal of existing Leases shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(zsuch Lease and any applicable SNDA) executed after the date hereof shall (i) provide for rental rates reasonably comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender grants and any purchaser at a foreclosure sale, (iv) not contain any terms which would have a Material Adverse Effect and (v) with respect to Borrower a license to leaseany Major Lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreementsubject to Lender’s prior written approval as provided herein. Any portion of the Rents held by Borrower shall not, without the prior written consent of Requisite Lenders’ (which must include the approval of any Lender then acting as Administrative Agent), such consent not to be held unreasonably withheld, conditioned or delayed, enter into, enter into any agreement with respect to (including, without limitation, any non-disturbance agreement), renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, exercise any recapture rights with respect to, reduce rents under, accept a surrender of space under, or shorten the term of, in trust each case, any Major Lease; provided, however, that such consent shall not be required to the extent that the Major Lease provides for the benefit of Lender for use an extension or renewal that may be exercised in the payment Tenant’s discretion. Administrative Agent, on behalf of the Indebtedness. Upon the occurrence of an Event of Default Lenders, shall execute and during the continuance thereof, the license granted deliver a Subordination Non-Disturbance and Attornment Agreement on Administrative Agent’s then current standard form (or such other reasonable form requested by such Tenants and reasonably approved by Administrative Agent) to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned Tenants under future Major Leases approved by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness Requisite Lenders (as set forth in Section 2.8 hereofabove) promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, as are reasonably acceptable to Administrative Agent.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMortgagee, Borrower’s all Mortgagor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof, sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during Default, without the continuance thereofneed for notice or demand, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Mortgagee in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Mortgagee all of Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions covenants or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignmentMortgagee. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Mortgagee grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, receive, use and apply enjoy the Rents in accordance with subject to the terms hereof and otherwise act as requirements of the landlord under Loan Agreement (including the Leases, which license shall be deemed automatically revoked upon deposit of Rents into the occurrence and during the continuance of Clearing Account). Upon an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all RentsRents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property, provided, that such revocation shall only be effective while an Event of Default is continuing. Borrower hereby grants and assigns to Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed court‑appointed receiver to collect the Rents, subject to the rights of tenants under Leases. Any Rents collected after the revocation of the such license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Mortgagee in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, instruments in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Paragraph 4, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of Paragraph 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Mortgagor as “Assignor” to the Mortgagee as “Assignee” with respect to the Mortgaged Property (“Assignment of Leases and Rents”). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Mortgagee in its discretion shall deem proper. It is further the intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are no longer, during the term of this Mortgage, property of Mortgagor or property of any estate of Mortgagor as defined in Section 2.8 hereof.541 of the Bankruptcy Code and shall not constitute collateral, cash or

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to Lender, Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. (i) Borrower absolutely Trustor hereby irrevocably, absolutely, presently and ---------------- unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Beneficiary the Leases and Rents as collateral for of the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security onlyProperty. Such assignment Beneficiary shall have the right to Lender shall not be construed to bind Lender apply the Rents (after payment of all necessary expenses) to the performance of any of the covenantsObligations. THIS IS AN ABSOLUTE ASSIGNMENT, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderNOT AN ASSIGNMENT FOR SECURITY ONLY. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)paragraph, Lender grants Beneficiary and Trustee waive the right to Borrower a license enter the Property for the purpose of collecting the Rents, and grant Trustor the right to leasecollect the Rents. Trustor shall hold the Rents, maintain, operate and manage or an amount sufficient to cover the Mortgaged payment of all operating expenses of the Property and to collectdischarge all current sums due on the Obligations, in trust for use in payment of such current operating expenses and current sums due on the Obligations. The right of Trustor to collect the Rents may be revoked by Beneficiary upon any default by Trustor under the terms of the Note or this Deed of Trust by giving notice of such revocation to Trustor. Following such notice Beneficiary or Trustee may retain and apply the Rents toward payment of the Obligations in accordance with such order, priority and proportions as Beneficiary, in its discretion, shall deem proper, or to the terms hereof operation, maintenance and otherwise act as repair of the landlord Property, and irrespective of whether Beneficiary or Trustee shall have commenced a foreclosure of this Deed of Trust or a sale of the Property pursuant to the provisions of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. Trustor shall not, without the consent of Beneficiary, make, or suffer to be made, any Leases or modify or cancel (except based upon a material default of the tenant) any Leases or accept prepayments of installments of the Rents for a period of more than one (1) month in advance or further assign the whole or any part of the Rents. Trustor shall (a) fulfill or perform each and every provision of the Leases on the part of Trustor to be fulfilled or performed, (b) promptly send copies of all notices of default which Trustor shall send or receive under the Leases to Beneficiary, and (c) enforce, short of termination of the Leases, the performance or observance of the provisions thereof by the tenants thereunder. In addition to the rights which license shall be deemed automatically revoked upon Beneficiary may have herein, in the occurrence and during the continuance event of an Event of Default any default under this Agreement. Any portion Deed of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofTrust, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightBeneficiary, at its option, upon revocation of the license granted hereinmay require Trustor to pay monthly in advance to Beneficiary, to enter upon the Mortgaged Property in person, by agent Trustee or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Property as may be in possession of Trustor. Upon default in any such payment, Trustor will vacate and surrender possession of the Property to Beneficiary, Trustee or to such receiver and, in default thereof, Trustor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be applied toward payment construed as imposing on Beneficiary or Trustee any of the Indebtedness as set forth in Section 2.8 hereofobligations of the lessor under the Leases.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s right, title and interest in Lender all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment (b) Borrower hereby grants to Lender the right to enter upon and to take possession of the Mortgaged Property and every part thereof for the purpose of collecting the Rents and to let the Mortgaged Property or any part thereof, and to apply the Rents, after payment of all necessary charges and expenses, on account of the Debt. This assignment and grant shall not be construed to bind continue in effect until the Debt which is secured hereby is paid in full. Notwithstanding the foregoing, Borrower shall have the right under a license granted hereby from Lender to collect and receive the performance Rents until the occurrence of an Event of Default, and Xxxxxxxx agrees to use the Rents in payment of the Debt and in payment of Taxes, Other Charges and any other charge becoming due against the Mortgaged Property, but such right of Borrower shall be revoked automatically upon the occurrence of an Event of Default. (c) Except for the Leases set forth on Exhibit B to this Mortgage, Borrower will not, without the written consent of Lender, enter into any Leases, nor receive or collect Rents from any tenant of the Mortgaged Property or any part thereof for a period of more than one (1) month in advance. After the occurrence of an Event of Default, Borrower will pay monthly in advance to Lender, or to any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of the Mortgaged Property or of such part thereof as may be in the possession of Borrower or any other party or parties claiming through or under Borrower, and upon failure to make any such payment will, at the option of Lender, vacate and surrender the possession of the Mortgaged Property to Lender or to such receiver, and in default thereof may be evicted by summary proceedings. Borrower covenants and agrees that it will not, without the prior written consent of Lender in each case, (a) assign, pledge, hypothecate or otherwise encumber any of the covenantsLeases or the Rents, conditions (b) enter into any Leases which are not at then-market rates or provisions contained which are not by their terms expressly subordinate to this Mortgage, (c) enter into any Leases which are not in form approved by Lender, or (d) amend, modify, cancel or terminate any such Lease Leases or otherwise impose any obligation upon Lenderaceept a voluntary surrender thereof. Borrower will fully perform all of the covenants and agreements of the landlord under the Leases, and will take all such necessary actions (short of termination) as may be necessary or appropriate to enforce the covenants and agreements of the tenants under the Leases. (d) At any time, and from time to time, on notice from Lender, Borrower shall deliver to Lender a schedule of all Leases then in effect, which schedule shall include the following: (a) the name of the tenant; (b) a description of the leased space in form satisfactory to Lender, including, but not limited to, the approximate number of square feet so leased and the type of activity performed under such Lease; (e) the rental rate, including escalations, if any; (d) the term of the Lease; and (e) such other information as Lender reasonably may request. If requested by Xxxxxx, Borrower shall also deliver photocopies of all Leases accompanied by the certificate of Borrower that such copies are true, complete and accurate. (e) Upon demand from Lender, Xxxxxxxx also shall execute and deliver to Lender such additional instruments, in form further assignments and substance reasonably satisfactory other documents and instruments as Lender may deem necessary to Lender, as may hereafter be reasonably requested in writing carry out or evidence the assignment herein made. (f) Written demand by Lender Xxxxxx delivered to further evidence and confirm such assignment. Nevertheless, subject to the terms any tenant for payment of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon by reason of the occurrence and during the continuance of an any Event of Default under this Agreement. Any portion of the Rents held claimed by Borrower Xxxxxx shall be held in trust for sufFieient evidence of each such tenant's obligation and authority to make all future payments of Rents to Lender without the benefit necessity of Lender for use in the payment of the Indebtednessfurther consent by Xxxxxxxx. Upon the occurrence of an Event of Default Xxxxxxxx hereby indemnifies and during the continuance thereofagrees to hold each tenant free and harmless from and against all liability, the license granted to Borrower herein shall automatically be revokedloss, and Lender shall immediately be entitled to possession of all Rentscost, whether damage or not Lender enters upon expense suffered or takes control of the Mortgaged Property. Lender is hereby granted and assigned incurred by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, such tenant by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.reason 10

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)paragraph, Lender grants Mortgagee waives the right to Borrower a license to lease, maintain, operate and manage enter the Mortgaged Property for the purpose of collecting the Rents, and grants Mortgagor the right to collectcollect the Rents. Mortgagor shall collect and hold the Rents, or an amount sufficient to discharge all current sums due on the Debt, in trust for use in payment of the Debt. The right of Mortgagor to collect the Rents may be revoked by Mortgagee upon the occurrence of any Event of Default by giving notice of such revocation to Mortgagor. Following such notice and as long as such Event of Default is continuing (it being understood that the decision whether or not to accept the cure of an Event of Default shall be in the sole and absolute discretion of Mortgagee), Mortgagee may retain and apply the Rents toward payment of the Debt in accordance with such order, priority and proportions as Mortgagee, in its discretion, shall deem proper, or to the terms hereof operation, maintenance and otherwise act as repair of the landlord under Mortgaged Property, and irrespective of whether Mortgagee shall have -3- 108 commenced a foreclosure of this Mortgage or shall have applied or arranged for the Leasesappointment of a receiver. In addition, which license Mortgagee shall be deemed automatically revoked upon have the absolute and unconditional right following the occurrence and during the continuance of an Event of Default to notify the tenants under this Agreementthe Leases that all Rents should be paid directly to Mortgagee. Any portion of In addition to the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of rights which Mortgagee may have herein, if an Event of Default shall occur and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightcontinuing Mortgagee, at its option, upon revocation of the license granted hereinmay require Mortgagor to pay monthly in advance to Mortgagee, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Mortgaged Property as may be in possession of Mortgagor. Upon default in any such payment, Mortgagor will vacate and surrender possession of the Mortgaged Property to Mortgagee, or to such receiver and, in default thereof, Mortgagor may be evicted by summary proceedings or otherwise. Nothing contained in this paragraph shall be applied toward payment construed as imposing on Mortgagee any of the Indebtedness as set forth in Section 2.8 hereofobligations of the landlord under the Leases.

Leases and Rents. (ia) Borrower In connection with the Loan, Grantor has absolutely and unconditionally assigns assigned to Lender, Borrower’s Beneficiary all of Grantor's right, title and interest in all current and future Leases and Rents, including, without limitation, the Operating Lease and all Rents as collateral for the Loanderived therefrom, it being intended by Borrower Grantor that this such assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Beneficiary shall not be construed to bind Lender Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderBeneficiary. Borrower Grantor shall execute and deliver to Lender Beneficiary such additional instruments, in form and substance reasonably satisfactory to LenderBeneficiary, as may hereafter be reasonably requested in writing by Lender Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Section, Lender grants Beneficiary has granted to Borrower Grantor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Grantor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Beneficiary for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower herein Grantor shall automatically be revoked, and Lender Beneficiary shall immediately be entitled to possession of all Rents, whether or not Lender Beneficiary enters upon or takes control of the Mortgaged Property. Lender Beneficiary is hereby granted and assigned by Borrower Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Beneficiary in Section 2.8 hereofits discretion shall deem appropriate.

Leases and Rents. (ia) Borrower absolutely and unconditionally irrevocably assigns to LenderLender the Rents, Borrower’s and Borrower grants to Lender the right to enter upon and to take possession of the Premises and Improvements for the purpose of collecting the same and to let the Premises and Improvements, or any part thereof, and to apply the Rents after payment of all necessary charges and expenses on account to the Debt, reserving only to Borrower the conditional right, title and interest in all current and future Leases and Rents as collateral for the Loana licensee, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply enjoy the Rents until an Event of Default shall occur hereunder and be continuing. In exercising such conditional right, Borrower shall be entitled to collect and receive such Rent and agrees to use such Rents in accordance with the terms hereof payment of principal and otherwise act as the landlord interest becoming due under the LeasesNote and in payment of Taxes and Premiums becoming due hereunder, which license shall but such right of Borrower may be deemed automatically revoked by Lender upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion the terms of the Note or this Instrument and thereafter Lender may let the Premises and Improvements or any part thereof and may retain and apply the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness Debt in such order, priority and proportions as set forth Lender, in Section 2.8 hereofits discretion, shall deem proper, or toward the operation, maintenance and repair of the Premises and Improvements, and irrespective of whether Lender shall have commenced a foreclosure of this Instrument or shall have applied or arranged for the appointment of a receiver. Lender shall not be obligated to give to Borrower prior notice of such revocation of the right to let and collect the Rents.

Leases and Rents. Borrower covenants and agrees that Borrower shall (1) perform all the obligations of the landlord under each Lease, (2) use best efforts to keep the Property leased at all times to Tenants whom Borrower, reasonably and in good faith, believes are creditworthy and at rents not less than comparable existing market rates or applicable rates allowed by law (if lower) for similar properties, (3) promptly send copies to Lender of all notices of material default which Borrower sends or receives with respect to any non-residential Lease, (4) use best efforts to enforce all of the terms, covenants and conditions contained in the Leases upon the part of each Tenant to be observed or performed, (5) other than the collection of Rent for the first and/or last month of a Lease, not collect any of the Rents more than one (1) month in advance, (it being understood that Tenant Security shall not be deemed Rent collected in advance), nor grant any Tenant any right to prepay Rent more than one (1) month in advance, (6) not execute any assignment of the landlord’s interest in the Leases or the Rents, (7) not materially (or adversely to the landlord) change the terms of any Lease, (8) keep in full force and effect and not cancel or terminate any Lease (except for defaults thereunder) or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Property or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, Tenants thereunder, (9) not cancel, release (except upon termination of the applicable Lease) or change the terms of any Tenant Security, (10) not consent to any assignment of, or subletting under, the Leases, unless required to do so under applicable Laws, (11) after the date hereof, only enter into Leases on the standard form of Lease approved by Lender, (12) only enter into Leases that are a result of an arms-length transaction and only enter into Leases with Persons that are not Affiliates of Borrower, (13) not enter into a single Lease or a series of related Leases for more than five percent (5.00%) of the total rentable space of the Property, (14) promptly upon Lender’s request, execute and record (a) any additional assignments of the landlord’s interest under any Lease to Lender and (b) a specific subordination of any Lease to this Mortgage, both in form and substance satisfactory to Lender, (15) not do, or permit to be done, anything to impair the value of the Leases as security for the Secured Obligations, (16) not grant any Tenant any option, right of first refusal or other right to purchase all or any portion of the Property, (17) not enter into any Leases (other than residential Leases, on then market rates and market terms and in accordance with applicable Law) without the consent of Lender, such consent not to be unreasonably withheld or delayed, and (18) not engage in any action(s), omission(s), malfeasance or nonfeasance which would constitute the constructive eviction or attempted constructive eviction of any Tenant. Upon request, Borrower shall furnish Lender with executed copies of all non-residential Leases and upon a Default under the Loan and request by Lender, Borrower shall furnish Lender with executed copies of all residential Leases. Each non residential Lease entered into subsequent to the date hereof shall provide that in the event of the enforcement by Lender of the remedies provided for hereby or by Law, the Tenant thereunder will, upon request and at the option of any Person succeeding to the interest of Borrower as a result of such enforcement, automatically become the lessee of said successor in interest and attorn to said successor in interest, without change in the terms or other provisions of the Lease, provided, however, that (A) said successor in interest shall not be bound by (i) Borrower absolutely and unconditionally assigns to Lenderany payment of Rent for more than one (1) month in advance, Borrower’s right, title and interest except prepayments in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender nature of Tenant Security to the performance of extent actually received by said successor in interest or (ii) any amendment or modification of the covenantsLease made without the consent of Lender or such successor in interest. Each Lease shall also provide that (a) the Lease is subordinate to this Mortgage and (b) for each non residential Lease upon request by said successor in interest, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower Tenant shall execute and deliver an instrument or instruments confirming such attornment. Lender hereby refers to Section 291-f of the Real Property Law of the State of New York and Borrower acknowledges Lender’s rights under the statute, specifically with respect to subparagraphs 5, 7, 8 and 9 as hereinabove set forth. Lender shall have all the rights against lessees of the Mortgaged Property as set forth in Section 291-f of the Real Property Law of New York. Borrower shall, promptly upon Lender's request, deliver to Lender such additional instruments, an executed copy of each Lease then in form and substance reasonably satisfactory to effect. All Leases shall be on forms approved by Lender, as shall be for initial terms of at least six months and, with respect to individual apartment residential Leases, not more than two years, and shall not include options to purchase. If customary in the applicable market, residential Leases with terms of less than six months may hereafter be reasonably requested permitted with Lender's prior written consent. Borrower shall not lease any portion of the Property for non-residential use except with the prior written consent of Lender, such consent not to be unreasonably withheld or delayed, and Lender's prior written approval of each Lease. Borrower shall not modify the terms of, or extend or terminate, any Lease for non-residential use (including any Lease in existence on the date of this Instrument) without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed. Borrower shall, without request by Lender, deliver an executed copy of each non-residential Lease to Lender promptly after such Lease is signed. All non-residential Leases, including renewals or extensions of existing Leases, shall specifically provide and shall be deemed to include provisions that (1) such Leases are subordinate to the lien of this Instrument (unless waived in writing by Lender); (2) the Tenant shall attorn to Lender and any purchaser at a foreclosure sale, such attornment to further evidence be self-executing and confirm such assignment. Nevertheless, subject effective upon acquisition of title to the terms Property by any purchaser at a foreclosure sale or by Lender in any manner; (3) the Tenant agrees to execute such further evidences of this Section 5.1(z)attornment as Lender or any purchaser at a foreclosure sale may from time to time request; (4) the Lease shall not (unless the Lender determines at any time to the contrary) be terminated by foreclosure or any other transfer of the Property; (5) after a foreclosure sale of the Property, Lender grants to Borrower a license to leaseor any other purchaser at such foreclosure sale may, maintainat Lender's or such purchaser's option, operate accept or terminate such Lease; and manage (6) the Mortgaged Property and to collectTenant shall, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon receipt after the occurrence of an Event of Default and during of a written request from Lender, pay all Rents payable under the continuance thereof, the license granted Lease to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofLender.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, instruments in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)PARAGRAPH 7, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of PARAGRAPH 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Mortgagor as "Assignor" to the Mortgagee as "Assignee" with respect to the Mortgaged Property ("ASSIGNMENT OF LEASES AND RENTS"). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Mortgagee in Section 2.8 hereof.its discretion shall deem proper. It is further the intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are no longer, during the term of this Mortgage, property of Loan No. 3212525

Leases and Rents. (a) Unless otherwise consented to in writing by Lender, all Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, (ii) be with unaffiliated, third parties on terms and conditions (including, without limitation, terms and conditions relating to free rent, tenant improvements and other allowances) which are, in each case, commercially reasonable and comparable to existing local market terms and conditions for similar properties, (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale (so long as Mortgage Lender or such purchaser agrees to recognize the Tenant) and (iv) not contain any terms which would have an Individual Material Adverse Effect on any Individual Property or Collateral or an Aggregate Material Adverse Effect. Except as provided below, Borrower absolutely shall not (and unconditionally assigns to Lendershall not permit Mortgage Borrower to), Borrower’s right, title and interest in all current and future Leases and Rents as collateral for without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to prior written approval of Lender (which approval shall not be construed to bind Lender unreasonably withheld or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease. Notwithstanding anything to the performance contrary set forth herein, Xxxxxx’s consent shall not be required in connection with (i) any Lease (or amendment, modification or termination thereof) that is not a Major Lease, (ii) any renewals, expansions causing the demised premises not to exceed five hundred thousand (500,000) square feet or extensions of any Lease (including a Major Lease) by any Tenant that is a party to such Lease as of the covenantsClosing Date so long as the rental terms pursuant to such Lease are on market rental terms, provided that any expansion with respect to a Major Lease that grants the applicable Tenant any termination right in the event such expansion work is not completed shall require Lender’s consent, (iii) immaterial modifications that do not (I) change the economic terms and/or accelerate the expiration date of a Major Lease (including, without limitation, the terms and conditions of any purchase options, rights of first refusal and/or rights of first offer to purchase the applicable Individual Property set forth therein and the material economic terms and conditions of any renewal, expansion or provisions extension thereof), (II) materially reduce the obligations of the Tenant under a Major Lease and/or (III) materially increase the obligations of Mortgage Borrower under a Major Lease or (iv) termination by the applicable Tenant of any Major Lease based upon an express termination right contained in any such Lease or otherwise impose any obligation upon LenderMajor Lease. Borrower All Leases executed after the Closing Date shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject provide that they are subordinate to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage Security Instrument encumbering the Mortgaged applicable Individual Property and that the Tenant agrees to collect, use and apply attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale (so long as Mortgage Lender or such purchaser agrees to recognize the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofTenant).

Leases and Rents. (a) Borrower shall not, without the prior written approval of Lender (which approval shall not be unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of, or shorten the term of, in each case, any Lease. Borrower shall not, without the prior written approval of Lender (which approval shall not be unreasonably withheld, conditioned or delayed) permit any subletting under any Lease (other than a Sublease under a Leased Fee Lease in accordance with the terms and conditions hereof prior to a Leased Fee Lease Termination). Notwithstanding the foregoing and so long as no Event of Default has occurred and is continuing, and solely with respect to Leases at a Multi-Tenant Subleased Property (a “Multi-Tenant Property Lease”) during a Leased Fee Lease Termination Period, Borrower shall be permitted to enter into a new Multi-Tenant Property Lease (a “New Multi-Tenant Property Lease”) or renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of, or shorten the term of, in each case, any Multi-Tenant Property Lease (a “Multi-Tenant Property Lease Amendment”) during such Leased Fee Lease Termination Period without Lender’s prior written consent so long as (A) with respect to any New Multi-Tenant Property Lease, the same shall (i) Borrower absolutely provide for rental rates comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such New Multi-Tenant Property Lease is subordinate to the Security Instrument and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for that the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment lessee will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would have a Material Adverse Effect and (B) with regard to any Multi-Tenant Property Lease Amendment, the same shall (i) be on commercially reasonable terms, (ii) not be reasonably expected to result in a Material Adverse Effect and (iii) with respect to any surrender or termination of a Multi-Tenant Property Lease, be solely with respect to a default by the Tenant under such Multi-Tenant Property Lease; provided that, Borrower shall not, without the prior written approval of Lender (which approval shall not be construed unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease and/or any New Multi-Tenant Property Lease and/or Multi-Tenant Property Lease Amendment that does not comply with the foregoing. Lender’s consent shall not be required with respect to bind Lender any “new lease” required pursuant to the performance terms and conditions of any of Leased Fee Lease to the covenantsextent provided for in such Leased Fee Lease and Lender shall, conditions at Borrower’s sole cost and expense, subordinate (or provisions contained in any confirm such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver subordination of) the Security Instrument to Lender such additional instruments, “new lease” in form and substance reasonably satisfactory acceptable to LenderLender promptly after written request from Borrower. So long as no Event of Default has occurred and is continuing, as may hereafter be reasonably requested in writing the event that a Leased Fee Lease terminates and Borrower becomes the owner of improvements previously owned by Lender to further evidence and confirm the applicable Tenant for which Borrower did not previously own such assignment. Neverthelessimprovements, subject then in connection with any “new lease” required pursuant to the terms and conditions of this Section 5.1(z), Lender grants to Borrower any Leased Fee Lease or a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents Triple Net Leased Fee Lease entered into in accordance with the terms hereof and otherwise act conditions hereof, Lender shall (I) not unreasonably withhold, condition or delay its consent to a conveyance of such improvements to such tenant under such “new lease” or such Triple Net Leased Fee Lease and (II) at Borrower’s sole cost and expense, confirm that any liens held by Lender on such improvements previously owned by the applicable Tenant for which Borrower did not previously own such improvements are released, which confirmation shall be in form and substance reasonably acceptable to Lender so long as such release of such improvement complies with REMIC Requirements and Lender receives a REMIC Opinion in connection therewith (such conveyance in accordance with this Section 4.14(a), the landlord “Borrower Non-Owned Improvements Conveyance”). Following or concurrently with Borrower entering into a “new lease” as contemplated above or a Triple Net Lease, Lender’s consent shall not be required for Borrower to assign its interest in the Subleases to the tenant under the Leases“new lease” or such Triple Net Lease. Promptly after written request by Borrower, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightshall, at its optionBorrower’s sole cost and expense, upon revocation of the license granted herein, use commercially reasonable efforts to enter upon the Mortgaged execute and deliver a non-disturbance and attornment agreement in form and substance reasonably acceptable to Lender with respect to any Multi-Tenant Property Lease entered into in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in accordance with this Section 2.8 hereof4.14(a).

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on a standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. All proposed leases shall be subject to the prior approval of Lender except that all proposed leases which (i) Borrower absolutely and unconditionally assigns to are on the same form of lease which has been approved by Lender, (ii) are the result of an arms-length transaction, (iii) which provide for rental rates comparable to existing market rates, (iv) where space to be leased does not exceed more than ten percent (10%) of total rentable space of the Property, (v) where the proposed tenant is an independent third party not affiliated with the Borrower’s right, title and interest in all current and future Leases and Rents as collateral for (vi) do not contain any terms which would materially affect Lender's rights under this Security Instrument, the LoanNote or the Other Security Documents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender subject to the performance prior approval of Lender. Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases if the failure to perform or observe the same would materially and adversely affect the value of the Property taken as a whole and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed; provided, however, with respect to multifamily residential property, a residential Lease may be terminated in the event of a default by the tenant thereunder; (iv) shall not collect any of the covenantsRents more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) shall not (A) materially alter, conditions modify or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to change the terms of the Leases without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed if the alteration, modification or change does not materially and adversely affect the value of the Property taken as a whole and provided further that such Lease, as altered, modified or changed, is otherwise in compliance with the requirements of this Section 5.1(z)Security Instrument, Lender grants or (B) cancel or terminate any Lease (except for defaults thereunder) of more than ten (10%) percent of the rentable space of the Property or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and manage (viii) shall not consent to any assignment of or subletting under the Mortgaged Property and to collect, use and apply the Rents Leases not in accordance with their terms, without the terms hereof prior written consent of Lender. Notwithstanding the foregoing, subdivisions (ii), (vi), (vii) and otherwise act as the landlord under the Leases, which license (viii) shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held not apply to residential Leases for space in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofa multifamily residential property.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMortgagee, Borrower’s all Mortgagor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof, sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default Default, and during without the continuance thereofneed for notice or demand, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-court appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Mortgagee in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower In connection with the Loan, Owner has absolutely and unconditionally assigns assigned to Lender, Borrower’s Lender all of Owner's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this such assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon Lender. Borrower Owner shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Section, Lender grants has granted to Borrower Owner a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with and the terms hereof and otherwise act as the landlord under the Leases, which license Accounts Receivable. Owner shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of hold the Rents held by Borrower shall be held and the Accounts Receivable, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower herein Owner shall automatically be revoked, and Lender shall immediately be entitled to possession of all RentsRents and the Accounts Receivable, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower Owner the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the RentsRents and the Accounts Receivable. Any Rents and the Accounts Receivable collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits discretion shall deem appropriate.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, instruments in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Paragraph 7, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of Paragraph 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Mortgagor as “Assignor“ to the Mortgagee as “Assignee“ with respect to the Mortgaged Property (“Assignment of Leases and Rents“). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Mortgagee in its discretion shall deem proper. It is further the intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are no longer, during the term of this Mortgage, property of Mortgagor or property of any estate of Mortgagor as defined in Section 2.8 hereof.541 of the Bankruptcy Code and shall not constitute collateral, cash or otherwise, of Mortgagor. The term “Rents“ as used herein shall mean the gross rents without deduction or offsets of any kind. Loan No. 526618:11

Leases and Rents. The Property is subject to the Marriott Lease. SPTMRT shall not enter into any other Lease of the Property without the prior written consent of Lender. As used herein, the term "TENANT" shall mean and include the tenant and any guarantor of the tenant's obligations under a Lease, including, without limitation, the Marriott Tenant and Marriott. SPTMRT (i) Borrower absolutely shall observe and unconditionally assigns perform all the obligations imposed upon the lessor under the Leases (including, without limitation, the Marriott Lease and the Marriott Lease Guaranty) and shall not do or permit to Lender, Borrower’s right, title and interest in all current and future Leases and Rents be done anything to impair the value of any Lease as collateral security for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment Debt; (ii) shall promptly send copies to Lender of all notices of default which SPTMRT shall send or receive under any Lease; (iii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the Tenant thereunder to be observed or performed; (iv) shall not collect any of the Rents more than three (3) months in advance (provided that a security deposit shall not be construed to bind Lender to deemed rent collected in advance); (v) shall not execute any other assignment of the performance of lessor's interest in any Lease or Rents; (vi) shall not (A) materially alter, modify or change any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)any Lease without the prior written consent of Lender or (B) cancel or terminate any Lease (including any lease guaranty) or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to effect a merger of the estates and rights of, Lender grants or a termination or diminution of the obligations of, Tenants thereunder; and (vii) shall not consent to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents any assignment of or subletting under any Lease not in accordance with the terms thereof, without the prior written consent of Lender. In the event that the Marriott Lease is replaced by another Lease which, by express agreement of Lender, is superior to the lien of this Security Instrument or with respect to which a subordination, non-disturbance and attornment agreement is entered into by the Tenant under such Lease, SPTMRT and Lender, the express references to the Marriott Lease (and specific sections, articles and provisions thereof) and the Marriott Tenant in Sections 3.3(i), 3.4(b), 3.5, 3.11 and 4.2(d) hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon to refer to such replacement Lease (and the occurrence corresponding sections, articles and during provisions thereof) and the continuance of an Event of Default under this Agreement. Any portion of Tenant thereunder to the Rents held by Borrower shall be held in trust for extent and as the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightmay, at its optionoption and in its absolute discretion, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofso agrees with such Tenant and SPTMRT.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to LenderAgent, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Agent shall not be construed to bind Lender Agent to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderAgent. Borrower shall execute and deliver to Lender Agent such additional instruments, in form and substance reasonably satisfactory to LenderAgent, as may hereafter be reasonably requested in writing by Lender Agent to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender Agent grants to Borrower a license to lease, own, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesRent, which license shall be deemed automatically revoked is revocable only upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Agent for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender Agent shall immediately be entitled to possession of all Rents, whether or not Lender Agent enters upon or takes control of the Mortgaged Property. Lender Agent is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 3.8 hereof.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Lender Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderLender except that Lender shall be accountable for money actually received pursuant to such assignment. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)3.7, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower shall be held hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during Default, without the continuance thereofneed for notice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender shall notify Borrower of such an event within a reasonable time thereafter. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (a) Unless otherwise consented to in writing by Administrative Agent, all Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, (ii) be with unaffiliated, third parties on terms and conditions (including, without limitation, terms and conditions relating to free rent, tenant improvements and other allowances) which are, in each case, commercially reasonable and comparable to existing local market terms and conditions for similar properties, (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Administrative Agent and any purchaser at a foreclosure sale (so long as Administrative Agent or such purchaser agrees to recognize the Tenant) and (iv) not contain any terms which would have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect. Except as provided below, Borrower absolutely and unconditionally assigns to Lendershall not, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender prior written approval of Administrative Agent (which approval shall not be construed to bind Lender unreasonably withheld or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease. Notwithstanding anything to the performance contrary set forth herein, Administrative Agent’s consent shall not be required in connection with (i) any Lease (or amendment, modification or termination thereof) that is not a Major Lease, (ii) any renewals, expansions causing the demised premises not to exceed five hundred thousand (500,000) square feet or extensions of any Lease (including a Major Lease) by any Tenant that is a party to such Lease as of the covenantsClosing Date so long as the rental terms pursuant to such Lease are on market rental terms, provided that any expansion with respect to a Major Lease that grants the applicable Tenant any termination right in the event such expansion work is not completed shall require Administrative Agent consent, (iii) immaterial modifications that do not (I) change the economic terms and/or accelerate the expiration date of a Major Lease (including, without limitation, the terms and conditions of any purchase options, rights of first refusal and/or rights of first offer to purchase the applicable Individual Property set forth therein and the material economic terms and conditions of any renewal, expansion or provisions extension thereof), (II) materially reduce the obligations of the Tenant under a Major Lease and/or (III) materially increase the obligations of Borrower under a Major Lease or (iv) termination by the applicable Tenant of any Major Lease based upon an express termination right contained in such Major Lease. All Leases executed after the Closing Date shall provide that they are subordinate to the Security Instrument encumbering the applicable Individual Property and that the Tenant agrees to attorn to Administrative Agent or any purchaser at a sale by foreclosure or power of sale (so long as Administrative Agent or such purchaser agrees to recognize the Tenant). Administrative Agent, at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form required under the applicable Lease so long as such form is on commercially reasonable terms, or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender if no such additional instrumentsspecific form is required, substantially in the form and substance attached hereto as Exhibit B or in such other form that is reasonably satisfactory to LenderAdministrative Agent, as may hereafter be Borrower and such Tenant (provided in each case that Administrative Agent shall agree to modifications reasonably requested required, and on commercially reasonable terms, to reflect an obligation on behalf of Administrative Agent to release any casualty or condemnation proceeds in writing connection with any restoration required pursuant to a Lease) (a “Subordination, Non-Disturbance and Attornment Agreement”) with any Tenant entering into a Major Lease (other than a Lease to an Affiliate of Borrower) after the Closing Date. Administrative Agent shall promptly respond, at Borrower’s sole costs and expense, to any request by Lender a Tenant under a Major Lease for an amendment to further evidence an existing Subordination, Non-Disturbance and confirm such assignmentAttornment Agreement. NeverthelessAll actual and reasonable, subject to the terms out-of-pocket costs and expenses of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate Administrative Agent and manage the Mortgaged Property and to collect, use and apply the Rents Servicer in accordance connection with the terms hereof negotiation, preparation, execution and otherwise act as delivery by Administrative Agent and Servicer of any Subordination, Non-Disturbance and Attornment Agreement, including, without limitation, reasonable actually incurred attorneys’ fees and disbursements and the landlord under the Leasescurrent fee being assessed by Servicer in connection therewith, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held paid by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofBorrower.

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on the standard form of lease which shall have been approved by Lender (the "Standard Lease Form"). Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Standard Lease Form without the prior written consent of Lender. In addition, all renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and terms and shall be arms-length transactions with bona fide, independent third party tenants. All proposed leases and renewals of existing Leases shall be subject to the prior approval of Lender and its counsel, at Borrower's expense. All Leases shall provide that they are subordinate to this Security Instrument and that the lessee agrees to attorn to Lender, provided that, upon request of any proposed tenant in connection with any proposed Lease in excess of 5,000 rentable square feet, Lender will agree not to disturb the tenant's possession of the premises demised thereunder for so long as the tenant is not in default under the Lease beyond the expiration of any applicable notice or grace period pursuant, and subject, to the terms and provisions of a subordination, non-disturbance and attornment agreement in Lender's customary form (or in the form provided in the Lease or by Tenant, if reasonably acceptable to Lender) (an "SNDA") in respect of such Lease. Borrower (i) Borrower absolutely shall observe and unconditionally assigns to Lender, Borrower’s right, title and interest in perform all current and future the obligations imposed upon the lessor under the Leases and Rents shall not do or permit to be done anything to impair the value of the Leases as collateral security for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof; Borrower may terminate, however, Minor Leases as the result of a default by lessee thereunder; (iv) shall not be construed to bind Lender to the performance of collect any of the covenantsRents more than one (1) month in advance; (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) except as expressly permitted herein, conditions shall not alter, modify or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to change the terms of this Section 5.1(z)the Leases without the prior written consent of Lender, Lender grants or cancel or terminate the Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and manage (viii) shall not consent to any assignment of or subletting under the Mortgaged Property and to collect, use and apply the Rents Leases not in accordance with their terms, without the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance prior written consent of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofLender.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to LenderAgent, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Agent shall not be construed to bind Lender Agent to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderAgent. Borrower shall execute and deliver to Lender Agent such additional instruments, in form and substance reasonably satisfactory to LenderAgent, as may hereafter be reasonably requested in writing by Lender Agent to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender Agent grants to Borrower a license to lease, own, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesRent, which license shall be deemed automatically revoked is revocable only upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Agent for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender Agent shall immediately be entitled to possession of all Rents, whether or not Lender Agent enters upon or takes control of the Mortgaged Property. Lender Agent is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to LenderAgent, Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Agent shall not be construed to bind Lender Agent to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderAgent. Borrower shall execute and deliver to Lender Agent such additional instruments, in form and substance reasonably satisfactory to LenderAgent, as may hereafter be reasonably requested in writing by Lender Agent to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section SECTION 5.1(z), Lender Agent grants to Borrower a license to lease, own, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesRent, which license shall be deemed automatically revoked is revocable only upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Agent for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender Agent shall immediately be entitled to possession of all Rents, whether or not Lender Agent enters upon or takes control of the Mortgaged Property. Lender Agent is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section SECTION 2.8 hereof.

Leases and Rents. (a) All Leases and all renewals of Leases and all modifications of Leases executed after the date hereof shall (i) Borrower absolutely provide for terms and unconditionally assigns rental rates comparable to then-prevailing market rates for similar properties, (ii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender and any purchaser at a foreclosure sale, (iii) be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially-reasonable changes made in the course of negotiations with the applicable Tenant), or conform to the form of national lease used by such Tenant, (iv) not be to an Affiliate of Borrower, and (v) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Property). Any Lease that does not conform to the standards set forth in this Section 4.14(a) shall be subject to the prior written consent of Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender which consent shall not be construed to bind Lender unreasonably withheld. Notwithstanding anything to the performance contrary contained herein, all Major Leases and all renewals, amendments, modifications and terminations thereof (including, without limitation, any subletting or assignment thereunder not contemplated by the express terms of any such Major Lease) shall be, subject to clause (f) below, subject to Administrative Agent’s prior approval, which approval shall not be unreasonably withheld or delayed. Administrative Agent, on behalf of the covenantsLenders, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form a Subordination Non-Disturbance and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use Attornment Agreement in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted form attached hereto as Exhibit I to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether Tenants under future Major Leases approved (or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned deemed approved) by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness Administrative Agent (as set forth in Section 2.8 hereofabove) promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, as are reasonably acceptable to Administrative Agent.

Leases and Rents. Except as otherwise consented to by Lender, all Leases shall be written on a standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. By its acceptance hereof, Lender acknowledges its receipt and approval of the form of lease used by Borrower and the tenants currently in possession of the Mortgaged Property thereunder. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. All proposed leases shall be subject to the prior approval of Lender except that all proposed leases which (i) Borrower absolutely and unconditionally assigns to are on the same form of lease which has been approved by Lender, (ii) are the result of an arms-length transaction, (iii) which provide for rental rates comparable to existing market rates, (iv) where space to be leased does not exceed more than ten percent (10%) of total rentable space of the Property, (v) where the proposed tenant is an independent third party not affiliated with the Borrower’s right, title and interest in all current and future Leases and Rents as collateral for (vi) do not contain any terms which would materially affect Lender's rights under this Security Instrument, the LoanNote or the Other Security Documents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender subject to the performance prior approval of Lender. Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases if the failure to perform or observe the same would materially and adversely affect the value of the Property taken as a whole and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed; provided, however, with respect to multifamily residential property, a residential Lease may be terminated in the event of a default by the tenant thereunder; (iv) shall not collect any of the covenants, conditions or provisions contained Rents more than one (1) month in any such Lease or otherwise impose any obligation upon Lender. Borrower advance (provided that a security deposit shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter not be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.deemed

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMortgagee, Borrower’s Mortgagor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower Mortgagor shall be held in trust for the benefit of Lender Mortgagee for use in the payment of the IndebtednessObligations. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Obligations in such priority and proportions as set forth Mortgagee in Section 2.8 hereofits discretion shall deem proper.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, instruments in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)PARAGRAPH 7, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of PARAGRAPH 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Mortgagor as "Assignor" to the Mortgagee as "Assignee" with respect to the Mortgaged Property ("ASSIGNMENT OF LEASES AND RENTS"). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Mortgagee in its discretion shall deem proper. It is further the intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are no longer, during the term of this Mortgage, property of Mortgagor or property of any estimate of Mortgagor as defined in Section 2.8 hereof541 of the Bankruptcy Code and shall not constitute collateral, cash or otherwise, of Mortgagor. The term "Rents" as used herein shall mean the gross rents without deduction or offsets of any kind.

Leases and Rents. (a) Unless otherwise consented to in writing by Lender, all Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, (ii) be with unaffiliated, third parties on terms and conditions (including, without limitation, terms and conditions relating to free rent, tenant improvements and other allowances) which are, in each case, commercially reasonable and comparable to existing local market terms and conditions for similar properties, (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Mortgage Administrative Agent and any purchaser at a foreclosure sale (so long as Mortgage Administrative Agent or such purchaser agrees to recognize the Tenant) and (iv) not contain any terms which would have an Individual Material Adverse Effect on any Individual Property or Collateral or an Aggregate Material Adverse Effect. Except as provided below, Borrower absolutely shall not (and unconditionally assigns to Lendershall not permit Mortgage Borrower to), Borrower’s right, title and interest in all current and future Leases and Rents as collateral for without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to prior written approval of Lender (which approval shall not be construed to bind Lender unreasonably withheld or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease. Notwithstanding anything to the performance contrary set forth herein, Lxxxxx’s consent shall not be required in connection with (i) any Lease (or amendment, modification or termination thereof) that is not a Major Lease, (ii) any renewals, expansions causing the demised premises not to exceed five hundred thousand (500,000) square feet or extensions of any Lease (including a Major Lease) by any Tenant that is a party to such Lease as of the covenantsClosing Date so long as the rental terms pursuant to such Lease are on market rental terms, provided that any expansion with respect to a Major Lease that grants the applicable Tenant any termination right in the event such expansion work is not completed shall require Lender’s consent, (iii) immaterial modifications that do not (I) change the economic terms and/or accelerate the expiration date of a Major Lease (including, without limitation, the terms and conditions of any purchase options, rights of first refusal and/or rights of first offer to purchase the applicable Individual Property set forth therein and the material economic terms and conditions of any renewal, expansion or provisions extension thereof), (II) materially reduce the obligations of the Tenant under a Major Lease and/or (III) materially increase the obligations of Mortgage Borrower under a Major Lease or (iv) termination by the applicable Tenant of any Major Lease based upon an express termination right contained in any such Lease or otherwise impose any obligation upon LenderMajor Lease. Borrower All Leases executed after the Closing Date shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject provide that they are subordinate to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage Security Instrument encumbering the Mortgaged applicable Individual Property and that the Tenant agrees to collect, use and apply attorn to Mortgage Administrative Agent or any purchaser at a sale by foreclosure or power of sale (so long as Mortgage Administrative Agent or such purchaser agrees to recognize the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofTenant).

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Lender Borrower’s 's right, title and interest interest, if any, in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender, except to the extent that Lender shall be operating the Property following a foreclosure. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)3.7, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use collect the Rents. Upon the happening and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in its sole discretion shall deem proper. This section is made with reference to Section 2.8 hereof291-f of the New York Real Property Law for the purpose of obtaining for Lender the benefit of said section in connection with this Security Instrument.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMortgagee, Borrower’s all Mortgagor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignmentMortgagee. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof, sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of the Indebtednesssuch sums. Upon the occurrence of At anytime that an Event of Default and during exists, without the continuance thereofneed for notice or demand, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Mortgagee in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (ia) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future All Leases and Rents as collateral for the Loanrenewals of Leases (provided, it being intended by Borrower however, that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender any renewal of existing Leases shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(zsuch Lease) executed after the date hereof shall (i) provide for rental rates reasonably comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender grants and any purchaser at a foreclosure sale, (iv) not contain any terms which would have a Material Adverse Effect and (v) with respect to Borrower a license to leaseany Major Lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreementsubject to Lender's prior written approval as provided herein. Any portion of the Rents held by Borrower shall not, without the prior written consent of Lender, such consent not to be held unreasonably withheld, conditioned or delayed, enter into, enter into any agreement with respect to (including, without limitation, any non-disturbance agreement), renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, exercise any recapture rights with respect to, reduce rents under, accept a surrender of space under, or shorten the term of, in trust each case, any Major Lease; provided, however, that such consent shall not be required to the extent that the Major Lease provides for the benefit of Lender for use an extension or renewal that may be exercised in the payment of the IndebtednessTenant's discretion. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled execute and deliver a Subordination Non-Disturbance and Attornment Agreement on Lender's then current standard form (or such other reasonable form requested by such Tenants and reasonably approved by Lender) to possession of all Rents, whether or not Tenants under future Major Leases approved by Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness (as set forth in Section 2.8 hereofabove) and under other Leases meeting the criteria set forth above promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, as are reasonably acceptable to Lender.

Leases and Rents. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates that Borrower absolutely reasonably believes in its professional judgment are comparable to existing local market rates for similar properties and unconditionally assigns similar rentable space, (ii) be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender and any purchaser at a foreclosure sale, (iv) not contain any terms which would have a Material Adverse Effect, (v) except for Specialty Leases and License Agreements, be written substantially in accordance with the standard form of Lease which shall have been approved by Lender (subject to any commercially-reasonable changes made in the course of negotiations with the applicable Tenant), (vi) not be to an Affiliate of Borrower, and (vii) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Property). Any Lease that does not conform to the standards set forth in this Section 4.14(a) shall be subject to the prior written consent of Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender which consent shall not be construed to bind Lender unreasonably withheld or delayed. Notwithstanding anything to the performance contrary contained herein, all Major Leases and all renewals, amendments and modifications thereof (including, without limitation, any subletting or assignment thereunder not contemplated by the express terms of any of the covenantssuch Major Lease) shall be subject to Xxxxxx’s prior approval, conditions which approval shall not be unreasonably withheld or provisions contained in any such Lease or otherwise impose any obligation upon Lenderdelayed. Borrower Lender shall execute and deliver a Subordination Non- Disturbance and Attornment Agreement on a Tenant’s then current standard form to Tenants under future Major Leases approved by Lender promptly upon request with such additional instruments, in form and substance reasonably satisfactory to Lender, commercially reasonable changes as may hereafter be reasonably requested in writing required by Lender Xxxxxx, from time to further evidence time; provided that Borrower shall pay all of Lender’s reasonable out-of-pocket costs and confirm expenses (including reasonable attorney’s fees) related to negotiating and entering into any such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate Subordination Non- Disturbance and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesAttornment Agreement, which license costs shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofexceed $1,500.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)3.7, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower shall be held hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon and during the occurrence continuance of an Event of Default and during Default, without the continuance thereofneed for notice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-court appointed receiver to collect the Rents. Any Rents collected after and during the continuance of the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) Borrower absolutely provide for rental rates comparable to existing local market rates for similar properties, if available, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such Lease is subordinate to the Security Instrument and unconditionally assigns that the lessee will attorn to Lender and any purchaser at a foreclosure sale, (iv) not contain any terms which would have a Material Adverse Effect and (v) shall be subject to Lender’s prior written approval as provided herein. Borrower shall not, Borrowerwithout the prior written consent of Lender, grant any approval under (or permit any approval to be deemed granted under), permit any sublease of, enter into, enter into any agreement with respect to (including, without limitation, any non-disturbance agreement), renew, extend, amend, modify, permit any assignment of, waive any provisions of (other than a waiver of immaterial provisions that do not have a Material Adverse Effect), release any party to, terminate, exercise any recapture or enforcement rights with respect to (including, without limitation, any exercise of rights after a Tenant default), reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Lease. Notwithstanding the foregoing or anything contained herein to the contrary, Borrower may enter into one or more subleases at the Property, without Lender’s rightconsent, title provided, that (i) the applicable Tenant remains fully liable under the terms of the applicable Lease, (ii) the aggregate subleases at the Property do not exceed forty-nine percent (49%) of the total rentable area of the Property, and interest in all current and future Leases and Rents (iii) there is no downgrade, withdrawal or qualification of the long term unsecured debt rating of the applicable Tenant below its long term unsecured debt rating as collateral for of the Loandate hereof. Further, it being intended by Borrower that this assignment constitutes a presentnotwithstanding the foregoing or anything contained herein to the contrary, absolute assignment and not an assignment for additional security only. Such assignment to the prior written consent of Lender shall not be construed to bind Lender to the performance required in connection with an amendment or modification of any Lease, if such amendment or modification is immaterial and Borrower furnishes Lender with a copy of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance same after execution thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. (ia) Borrower Grantor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Grantee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Grantee shall not be construed to bind Lender Grantee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderGrantee. Borrower shall Grantor agrees to execute and deliver to Lender Grantee such additional instruments, instruments in form and substance reasonably satisfactory to LenderGrantee, as may hereafter be reasonably requested in writing by Lender Grantee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)PARAGRAPH 7, Lender Grantee grants to Borrower Grantor a revocable license to lease, maintain, operate and manage the Mortgaged Trust Property and to collectcollect the Rents. Grantor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Grantee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of PARAGRAPH 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Grantor as "Assignor" to the Grantee as "Assignee" with respect to the Trust Property ("ASSIGNMENT OF LEASES AND RENTS"). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Grantor herein shall be automatically be revoked, revoked and Lender Grantee shall immediately be entitled to possession of all Rents, whether or not Lender Grantee enters upon or takes control of the Mortgaged Trust Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the RentsLoan No. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.6518403

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph 6, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, option upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness he Debt in such priority and proportion as set forth Mortgagee in Section 2.8 hereofits discretion shall deem proper.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for and all proceeds from the Loansale, cancellation, surrender or other disposition of the Leases, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, instruments in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)PARAGRAPH 7, Lender Mortgagee grants to Borrower Loan No. 6518291 Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of such sums. The grant of the Indebtednessforegoing license is subject to the provisions of PARAGRAPH 1 of the separate Assignment of Leases and Rents of even date herewith granted by the Mortgagor as "Assignor" to the Mortgagee as "Assignee" with respect to the Mortgaged Property ("ASSIGNMENT OF LEASES AND RENTS"). Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Mortgagee in its discretion shall deem proper. It is further the intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are no longer, during the term of this Mortgage, property of Mortgagor or property of any estate of Mortgagor as defined in Section 2.8 hereof541 of the Bankruptcy Code and shall not constitute collateral, cash or otherwise, of Mortgagor. The term "Rents" as used herein shall mean the gross rents without deduction or offsets of any kind.

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on the standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender. In addition, all renewals of Leases and all proposed Leases shall provide for rental rates and terms comparable to existing local market rates and terms and shall be arms-length transactions with bona fide, independent third party tenants. All proposed Leases and renewals of existing Leases (other than residential Leases relating to a residential multifamily property) shall be subject to the prior approval of Lender and its counsel, at Borrower's expense. All Leases excluding the Ground Lease shall provide that they are subordinate to this Security Instrument and that the lessee agrees to attorn to Lender. Borrower (i) Borrower absolutely shall observe and unconditionally assigns perform all the obligations imposed upon the lessor under the Leases (except that with respect to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanGround Lease, it being intended by Borrower that this assignment constitutes a present, absolute assignment shall observe and not an assignment for additional security only. Such assignment to Lender perform all of the obligations imposed upon lessee) and shall not do or permit to be construed done anything to bind Lender to impair the performance value of any of the covenantsLeases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce all of the terms, covenants and conditions or provisions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof excluding the Ground Lease; provided however, with respect to multifamily residential property, a residential Lease may be terminated in the event of a default by the tenant thereunder; (iv) shall not collect any such Lease of the Rents more than one (1) month in advance; (v) shall not execute any other assignment of the lessor's interest in any of the Leases or otherwise impose any obligation upon Lender. Borrower the Rents; (vi) shall execute and deliver to Lender such additional instrumentsnot alter, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to modify or change the terms of this Section 5.1(z)any Leases without the prior written consent of Lender, Lender grants or cancel or terminate any Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate any of the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and manage the Mortgaged Property and (viii) shall not consent to collect, use and apply the Rents any assignment of or subletting under any Leases not in accordance with their terms, without the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance prior written consent of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofLender.

Leases and Rents. (ia) Borrower Grantor hereby absolutely and unconditionally assigns to Lenderassigns, Borrower’s sells, transfers and conveys all of the right, title and interest in and to all current and future Leases and all renewals, replacements and guarantees thereof along with all of the Rents as collateral for the Loan, it being intended by Borrower that this to Beneficiary. This assignment constitutes a present, is absolute assignment in nature and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)Paragraph 7, Lender the Beneficiary waives the right to enter the Premises for the purposes of collecting the Rents, and grants the Grantor the right to Borrower a license collect the Rents. The Grantor shall hold the Rents, or an amount sufficient to leasedischarge all current sums due in respect of the Obligations in trust for use in payment of the Obligations. The right of the Grantor to collect the Rents may be revoked by the Beneficiary without notice upon any default under the terms of the Note or this Deed of Trust. Following such revocation, maintain, operate and manage the Mortgaged Property and to collect, use Beneficiary may retain and apply the Rents toward payment of the Obligations, in accordance with the terms hereof such order, priority and otherwise act proportions as the landlord under Beneficiary, in its discretion, shall deem proper, or to the operation, maintenance and repair of the Trust Property, and irrespective of whether the Beneficiary shall have commenced any sale or foreclosure of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. The Grantor shall not, without the consent of the Beneficiary, make, or suffer to be made, any Leases or modify or cancel any Leases, which license shall be deemed automatically revoked upon or accept prepayments of installments of the occurrence and during Rents for a period of more than one (1) month in advance or further assign the continuance whole or any part of the Rents. Notwithstanding the foregoing, the Beneficiary will not unreasonably withhold its consent to the Grantor making a new Lease or renewing an existing Lease provided that (i) no Event of Default has occurred hereunder and (ii) such new or renewed Lease is (a) for actual occupancy, (b) at market rents, (c) for a reputable use as reasonably determined by the Beneficiary and (d) made pursuant to documentation in form and substance satisfactory in all respect to the Beneficiary. The Grantor shall (a) fulfill or perform each and every provision of the Leases on the part of the Grantor to be fulfilled or performed, (b) promptly send copies of all notices of default which the Grantor shall send or receive under the Leases to the Beneficiary, and (c) enforce the performance or observance of the provisions thereof by the tenants thereunder. The Grantor shall from time to time, but not less frequently than once every 180 days, provide to the Beneficiary a complete and detailed leasing status report with respect to the Improvements, which leasing status report shall be in form and substance satisfactory in all respects to the Beneficiary. In addition to the rights which the Beneficiary may have herein, in the event of any default under this Agreement. Any portion Deed of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofTrust, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightBeneficiary, at its option, upon revocation of may require the license granted hereinGrantor to pay monthly in advance to the Beneficiary, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Premises as may be in possession of the Grantor. Upon default in any such payment, the Grantor will vacate and surrender possession of the Premises to the Beneficiary, or to such receiver, and, in default thereof, the Grantor may be evicted by summary proceedings or otherwise. Nothing contained in this Paragraph shall be applied toward payment construed as imposing on the Beneficiary any of the Indebtedness as set forth obligations of the lessor under the Leases or of a “mortgagee in Section 2.8 hereofpossession” (or equivalent).

Leases and Rents. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) Borrower absolutely provide for rental rates comparable to existing local market rates for similar properties (except for renewals pursuant to the terms and unconditionally assigns conditions of Leases executed prior to Lenderthe date hereof, Borrower’s rightthe rental rates for which shall be consistent with the terms of the applicable Lease), title (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender or for renewals pursuant to the terms and interest in all current conditions of Leases executed prior to the date hereof), and future (iii) with respect to Leases entered into after the Closing Date, provide that such Lease is subordinate to the Security Instruments and Rents as collateral for that the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment lessee will attorn to Lender and any purchaser at a foreclosure sale, provided, that such subordination and attornment may be contingent on Lender’s agreement not to disturb the Tenant’s use of such premises so long as no event of default under such Lease has occurred and is continuing. Notwithstanding anything to the contrary contained herein, Borrower shall not, without the prior written approval of Lender (which approval shall not be construed to bind Lender unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, modify, enter into any Deferred Rental Agreements with respect to, permit any assignment of or subletting under (to the performance of any extent Borrower consent is required under the terms of the covenantsapplicable Lease for the applicable assignment and/or subletting), conditions waive any economic provisions or other material provisions contained of, release any party to, terminate (except in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instrumentsthe case of default by the Tenant thereunder), in form and substance reasonably satisfactory to Lenderreduce rents under, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject accept a surrender of space under (unless required pursuant to the terms and conditions of the applicable Lease), or shorten the term of, in each case, any Major Lease. For the avoidance of doubt, Borrower shall have the right to enter into Leases (and to renew, extend, amend, modify and consent to any assignment of or subletting under Leases) without Lender’s consent other than Major Leases provided that each Lease complies with the terms described in clauses (i), (ii) and (iii) of this Section 5.1(z4.14(a). To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this subparagraph (a) and Lender thereafter fails to approve or disapprove the same, Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license Lender’s approval shall be deemed automatically revoked upon given with respect to the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust matter for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofwhich approval was requested.

Leases and Rents. (a) Unless otherwise consented to in writing by Lender, all Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, (ii) be with unaffiliated, third parties on terms and conditions (including, without limitation, terms and conditions relating to free rent, tenant improvements and other allowances) which are, in each case, commercially reasonable and comparable to existing local market terms and conditions for similar properties, (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale (so long as Mortgage Lender or such purchaser agrees to recognize the Tenant) and (iv) not contain any terms which would have an Individual Material Adverse Effect on any Individual Property, Mezzanine A Collateral or Collateral or an Aggregate Material Adverse Effect. Except as provided below, Borrower absolutely shall not (and unconditionally assigns to Lendershall not permit Mezzanine A Borrower or Mortgage Borrower to), Borrower’s right, title and interest in all current and future Leases and Rents as collateral for without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to prior written approval of Lender (which approval shall not be construed to bind Lender unreasonably withheld or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease. Notwithstanding anything to the performance contrary set forth herein, Xxxxxx’s consent shall not be required in connection with (i) any Lease (or amendment, modification or termination thereof) that is not a Major Lease, (ii) any renewals, expansions causing the demised premises not to exceed five hundred thousand (500,000) square feet or extensions of any Lease (including a Major Lease) by any Tenant that is a party to such Lease as of the covenantsClosing Date so long as the rental terms pursuant to such Lease are on market rental terms, provided that any expansion with respect to a Major Lease that grants the applicable Tenant any termination right in the event such expansion work is not completed shall require Lender’s consent, (iii) immaterial modifications that do not (I) change the economic terms and/or accelerate the expiration date of a Major Lease (including, without limitation, the terms and conditions of any purchase options, rights of first refusal and/or rights of first offer to purchase the applicable Individual Property set forth therein and the material economic terms and conditions of any renewal, expansion or provisions extension thereof), (II) materially reduce the obligations of the Tenant under a Major Lease and/or (III) materially increase the obligations of Mortgage Borrower under a Major Lease or (iv) termination by the applicable Tenant of any Major Lease based upon an express termination right contained in any such Lease or otherwise impose any obligation upon LenderMajor Lease. Borrower All Leases executed after the Closing Date shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject provide that they are subordinate to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage Security Instrument encumbering the Mortgaged applicable Individual Property and that the Tenant agrees to collect, use and apply attorn to Mortgage Lender or any purchaser at a sale by foreclosure or power of sale (so long as Mortgage Lender or such purchaser agrees to recognize the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofTenant).

Leases and Rents. (ia) Borrower Grantor hereby absolutely and unconditionally assigns to Lenderassigns, Borrower’s sells, transfers and conveys all of the right, title and interest in and to all current and future Leases and all renewals, replacements and guarantees thereof along with all of the Rents as collateral for the Loan, it being intended by Borrower that this to Beneficiary. This assignment constitutes a present, is absolute assignment in nature and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)Paragraph 7, Lender the Beneficiary waives the right to enter the Premises for the purposes of collecting the Rents, and grants the Grantor the right to Borrower a license collect the Rents. The Grantor shall hold the Rents, or an amount sufficient to leasedischarge all current sums due in respect of the Obligations in trust for use in payment of the Obligations. The right of the Grantor to collect the Rents may be revoked by the Beneficiary without notice upon any default under the terms of the Note or this Deed of Trust. Following such revocation, maintain, operate and manage the Mortgaged Property and to collect, use Beneficiary may retain and apply the Rents toward payment of the Obligations, in accordance with the terms hereof such order, priority and otherwise act proportions as the landlord under Beneficiary, in its discretion, shall deem proper, or to the operation, maintenance and repair of the Trust Property, and irrespective of whether the Beneficiary shall have commenced any sale or foreclosure of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. The Grantor shall not, without the consent of the Beneficiary, make, or suffer to be made, any Leases or modify or cancel any Leases, which license shall be deemed automatically revoked upon or accept prepayments of installments of the occurrence and during Rents for a period of more than one (1) month in advance or further assign the continuance whole or any part of the Rents. Notwithstanding the foregoing, the Beneficiary will not unreasonably withhold its consent to the Grantor making a new Lease or renewing an existing Lease provided that (i) no Event of Default has occurred hereunder and (ii) such new or renewed Lease is (a) for actual occupancy, (b) at market rents, (c) for a reputable use as reasonably determined by the Beneficiary and (d) made pursuant to documentation in form and substance satisfactory in all respect to the Beneficiary. The Grantor shall (a) fulfill or perform each and every provision of the Leases on the part of the Grantor to be fulfilled or performed, (b) promptly send copies of all notices of default which the Grantor shall send or receive under the Leases to the Beneficiary, and (c) enforce the performance or observance of the provisions thereof by the tenants thereunder. The Grantor shall from time to time, but not less frequently than once every 180 days, provide to the Beneficiary a complete and detailed leasing status report with respect to the Improvements, which leasing status report shall be in form and substance satisfactory in all respects to the Beneficiary. In addition to the rights which the Beneficiary may have herein, in the event of any default under this Agreement. Any portion Deed of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofTrust, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightBeneficiary, at its option, upon revocation of may require the license granted hereinGrantor to pay monthly in advance to the Beneficiary, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Premises as may be in possession of the Grantor. Upon default in any such payment, the Grantor will vacate and surrender possession of the Premises to the Beneficiary, or to such receiver, and, in default thereof, the Grantor may be evicted by summary proceedings or otherwise. Nothing contained in this Paragraph 7(a) shall be applied toward payment construed as imposing on the Beneficiary any of the Indebtedness as set forth obligations of the lessor under the Leases or of a “mortgagee in Section 2.8 hereofpossession” (or equivalent).

Leases and Rents. After the termination of this Lease and during the period thereafter during which any Lender is entitled to enter into a new lease of the Leased Premises, Landlord will not voluntarily terminate any Lease or the rights of the Subtenant thereunder (i) Borrower absolutely provided such lease is a permissible lease under this Lease), unless such Subtenant is in default under such lease and unconditionally assigns has failed to Lendercure same within the time provided under such lease. During such periods Landlord shall receive all rent and other payments due from Subtenants (subject to Landlord’s right to not accept such rent and other payments as set forth below), Borrower’s rightincluding Subtenants whose attornment it shall have agreed to accept, title as agent of such Lender and interest shall deposit such rents and payments in all current a separate and future Leases segregated account, but may withdraw and Rents pay to Landlord such sums as collateral are required or were required to be paid to Landlord under this Lease, at the time and in the amounts due hereunder, and may withdraw and expend such amounts as are necessary for the Loanmaintenance, it being intended by Borrower that this assignment constitutes a presentoperation, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any management of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents Leased Premises in accordance with the terms hereof requirements of this Lease; and, upon the execution and otherwise act as delivery of such new lease, Landlord shall account to the landlord lessee under the Leasessaid new lease for the balance, which license if any (after application as aforesaid), of the rent and other payments made under said leases. The collection of rent by Landlord acting as an agent pursuant to this Section shall not be deemed an acceptance by Landlord for its own account of the attornment of any Subtenant unless Landlord shall have agreed in writing with such Subtenant that its tenancy shall be continued following the expiration of any period during which a Lender may be granted a new lease, in which case such attornment shall take place upon such expiration but not before; provided, however, in the event Landlord determines that it cannot accept rent payments from a Subtenant without risk of being deemed automatically revoked upon to have accepted such Subtenant’s attornment (and Landlord has not previously agreed to recognize such Subtenant in the occurrence and during the continuance event of an Event of a Default under this AgreementLease by Tenant), Landlord shall have the right to direct such Subtenant to pay such rents directly to Lender. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted If all Lenders fail to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, exercise their rights to enter upon the Mortgaged Property in personinto a new lease or fail to timely execute such new lease, all rents collected by agent or Landlord on behalf of such Lenders pursuant to this Section shall become Landlord’s property free and clear of any claim by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license such Lendersand such Lenders shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofhave no further rights with respect thereto.

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on the standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender. In addition, all renewals of Leases and all proposed Leases shall provide for rental rates and terms comparable to existing local market rates and terms and shall be arms-length transactions with bona fide, independent third party tenants. All proposed Leases and renewals of existing Leases (other than residential Leases relating to a residential multifamily property) shall be subject to the prior approval of Lender and its counsel, at Borrower's expense. All Leases shall provide that they are subordinate to this Security Instrument and that the lessee agrees to attorn to Lender. Borrower (i) Borrower absolutely shall observe and unconditionally assigns to Lender, Borrower’s right, title and interest in perform all current and future the obligations imposed upon the lessor under the Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not do or permit to be construed done anything to bind Lender to impair the performance value of any of the covenantsLeases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce all of the terms, covenants and conditions or provisions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof; provided however, with respect to multifamily residential property, a residential Lease may be terminated in the event of a default by the tenant thereunder; (iv) shall not collect any such Lease of the Rents more than one (1) month in advance; (v) shall not execute any other assignment of the lessor's interest in any of the Leases or otherwise impose any obligation upon Lender. Borrower the Rents; (vi) shall execute and deliver to Lender such additional instrumentsnot alter, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to modify or change the terms of this Section 5.1(z)any Leases without the prior written consent of Lender, Lender grants or cancel or terminate any Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate any of the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and manage the Mortgaged Property and (viii) shall not consent to collect, use and apply the Rents any assignment of or subletting under any Leases not in accordance with their terms, without the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance prior written consent of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofLender.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s right, title and interest in the Master Lease and the Master Lease Rents and in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)3.7, Lender grants to Borrower a revocable license (revocable only as provided herein) to lease, maintain, operate and manage the Mortgaged Property and to collect, use retain, and apply enjoy the Rents in accordance with and the Master Lease Rents pursuant to (and as such license may be limited by) the terms hereof and otherwise act as conditions contained in the landlord under Restricted Account Agreement and the LeasesCash Management Agreement. Furthermore, which license notwithstanding anything to contrary contained herein and notwithstanding the rights granted to Lender pursuant to this Section 3.7, all Rents and Master Lease Rents shall be deemed automatically revoked upon deposited, held and applied pursuant to the occurrence and during the continuance of an Event of Default under this Agreement. Any portion provisions of the Rents held by Borrower shall be held in trust for Restricted Account Agreement and the benefit of Lender for use in the payment of the IndebtednessCash Management Agreement. Upon the occurrence of an Event of Default and during the continuance thereofa Foreclosure Trigger, the license granted to Borrower herein shall automatically be revokedrevoked (subject to automatic reinstatement upon Borrower’s cure of the applicable Event of Default), and Lender shall shall, subject to the provisions of the Other Security Documents, immediately be entitled to possession of all Rents and Master Lease Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Subject to the provisions of the Other Security Documents, Lender is hereby granted and assigned by Borrower the right, at its option, upon during any period of revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-court appointed receiver to collect the Rents. Any Rents and/or Master Lease Rents collected after during the revocation of the license shall shall, subject to any contrary provision of the Other Security Documents, be applied toward payment by Lender against the Debt, in such order and priority as it may determine. Notwithstanding the foregoing, in the event of any conflict or inconsistency between the terms and provisions of this Section 3.7(a) and those contained in that certain Assignment of Leases and Rents executed by Borrower in connection with the Loan (the “ALR”), the terms and conditions of the Indebtedness as set forth in ALR shall control and govern (other than with respect to the provisions of this Section 2.8 hereof3.7(a) that relate to the Master Lease and Master Lease Rents).

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to LenderAgent, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Agent shall not be construed to bind Lender Agent to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderAgent. Borrower shall execute and deliver to Lender Agent such additional instrumentsinstallments, in form and substance reasonably satisfactory to LenderAgent, as may hereafter be reasonably requested in writing by Lender Agent to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender Agent grants to Borrower a license to lease, own, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesRent, which license shall be deemed automatically revoked is revocable only upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Agent for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender Agent shall immediately be entitled to possession of all Rents, whether or not Lender Agent enters upon or takes control of the Mortgaged Property. Lender Agent is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 3.8 hereof.

Leases and Rents. (ia) Borrower Grantor hereby absolutely and unconditionally assigns to Lenderassigns, Borrower’s sells, transfers and conveys all of the right, title and interest in and to all current and future Leases and all renewals, replacements and guarantees thereof along with all of the Rents as collateral for the Loan, it being intended by Borrower that this to Beneficiary. This assignment constitutes a present, is absolute assignment in nature and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)Paragraph 7, Lender the Beneficiary waives the right to enter the Premises for the purposes of collecting the Rents, and grants the Grantor the right to Borrower a license collect the Rents. The Grantor shall hold the Rents, or an amount sufficient to leasedischarge all current sums due in respect of the Obligations in trust for use in payment of the Obligations. The right of the Grantor to collect the Rents may be revoked by the Beneficiary without notice upon any default under the terms of the Note or this Deed of Trust. Following such revocation, maintain, operate and manage the Mortgaged Property and to collect, use Beneficiary may retain and apply the Rents toward payment of the Obligations, in accordance with the terms hereof such order, priority and otherwise act proportions as the landlord under Beneficiary, in its discretion, shall deem proper, or to the operation, maintenance and repair of the Trust Property, and irrespective of whether the Beneficiary shall have commenced any sale or foreclosure of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. The Grantor shall not, without the consent of the Beneficiary, make, or suffer to be made, any Leases or modify or cancel any Leases, which license shall be deemed automatically revoked upon or accept prepayments of installments of the occurrence and during Rents for a period of more than one (1) month in advance or further assign the continuance whole or any part of the Rents. Notwithstanding the foregoing, the Beneficiary will not unreasonably withhold its consent to the Grantor making a new Lease or renewing an existing Lease provided that (i) no Event of Default has occurred hereunder and (ii) such new or renewed Lease is (a) for actual occupancy, (b) at market rents, (c) for a reputable use as reasonably determined by the Beneficiary and (d) made pursuant to documentation in form and substance satisfactory in all respect to the Beneficiary. The Grantor shall (a) fulfill or perform each and every provision of the Leases on the part of the Grantor to be fulfilled or performed, (b) promptly send copies of all notices of default which the Grantor shall send or receive under the Leases to the Beneficiary, and (c) enforce the performance or observance of the provisions thereof by the tenants thereunder. The Grantor shall from time to time, but not less frequently than once every 180 days, provide to the Beneficiary a complete and detailed leasing status report with respect to the Improvements, which leasing status report shall be in form and substance satisfactory in all respects to the Beneficiary. In addition to the rights which the Beneficiary may have herein, in the event of any default under this Agreement. Any portion Deed of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofTrust, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightBeneficiary, at its option, upon revocation of may require the license granted hereinGrantor to pay monthly in advance to the Beneficiary, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Premises as may be in possession of the Grantor. Upon default in any such payment, the Grantor will vacate and surrender possession of the Premises to the Beneficiary, or to such receiver, and, in default thereof, the Grantor may be evicted by summary proceedings or otherwise. Nothing contained in this Paragraph 7(a) shall be applied toward payment construed as imposing on the Beneficiary any of the Indebtedness as set forth obligations of the lessor under the Leases or of a "mortgagee in Section 2.8 hereofpossession" (or equivalent).

Leases and Rents. (ia) Borrower Grantor hereby absolutely and unconditionally assigns to Lenderassigns, Borrower’s sells, transfers and conveys all of the right, title and interest in and to all current and future Leases and all renewals, replacements and guarantees thereof along with all of the Rents as collateral for the Loan, it being intended by Borrower that this to Beneficiary. This assignment constitutes a present, is absolute assignment in nature and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)Paragraph 7, Lender the Beneficiary waives the right to enter the Premises for the purposes of collecting the Rents, and grants the Grantor the right to Borrower a license collect the Rents. The Grantor shall hold the Rents, or an amount sufficient to leasedischarge all current sums due in respect of the Obligations in trust for use in payment of the Obligations. The right of the Grantor to collect the Rents may be revoked by the Beneficiary without notice upon any default under the terms of the Note or this Deed of Trust. Following such revocation, maintain, operate and manage the Mortgaged Property and to collect, use Beneficiary may retain and apply the Rents toward payment of the Obligations, in accordance with the terms hereof such order, priority and otherwise act proportions as the landlord under Beneficiary, in its discretion, shall deem proper, or to the operation, maintenance and repair of the Trust Property, and irrespective of whether the Beneficiary shall have commenced any sale or foreclosure of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. The Grantor shall not, without the consent of the Beneficiary, make, or suffer to be made, any Leases or modify or cancel any Leases, which license shall be deemed automatically revoked upon or accept prepayments of installments of the occurrence and during Rents for a period of more than one (1) month in advance or further assign the continuance whole or any part of the Rents. Notwithstanding the foregoing, the Beneficiary will not unreasonably withhold its consent to the Grantor making a new Lease or renewing an existing Lease provided that (i) no Event of Default has occurred hereunder and (ii) such new or renewed Lease is (a) for actual occupancy, (b) at market rents, (c) for a reputable use as reasonably determined by the Beneficiary and (d) made pursuant to documentation in form and substance satisfactory in all respect to the Beneficiary. The Grantor shall (a) fulfill or perform each and every provision of the Leases on the part of the Grantor to be fulfilled or performed, (b) promptly send copies of all notices of default which the Grantor shall send or receive under the Leases to the Beneficiary, and (c) enforce the performance or observance of the provisions thereof by the tenants thereunder. The Grantor shall from time to time, but not less frequently than once every 180 days, provide to the Beneficiary a complete and detailed leasing status report with respect to the Improvements, which leasing status report shall be in form and substance satisfactory in all respects to the Beneficiary. In addition to the rights which the Beneficiary may have herein, in the event of any default under this Agreement. Any portion Deed of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofTrust, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightBeneficiary, at its option, upon revocation of may require the license granted hereinGrantor to pay monthly in advance to the Beneficiary, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Premises as may be in possession of the Grantor. Upon default in any such payment, the Grantor will vacate and surrender possession of the Premises to the Beneficiary, or to such receiver, and, in default thereof, the Grantor may be evicted by summary proceedings or otherwise. Nothing contained in this Paragraph shall be applied toward payment construed as imposing on the Beneficiary any of the Indebtedness as set forth obligations of the lessor under the Leases or of a "mortgagee in Section 2.8 hereofpossession" (or equivalent).

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, all Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Section, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Security Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower shall be held hold the Rents, or a portion thereof, sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon and during the occurrence continuance of an Event of Default and during Default, without the continuance thereofneed for notice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Security Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Security Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as Lender in its sole discretion shall deem proper. Anything to the contrary set forth herein or elsewhere notwithstanding, if Lender shall have required and Borrower shall have executed a Cash Management Agreement in favor of Lender, then, except to the extent that Lender in its sole discretion determines otherwise, (i) the provisions of the Cash Management Agreement shall control over any conflicting provisions of this Section, (ii) the provisions of the Cash Management Agreement which require that Rents shall be delivered or paid directly to a lockbox or similar cash control mechanism shall take priority over any conflicting provisions herein or elsewhere in the Loan Documents, and (iii) the provisions of the Cash Management Agreement which specify the order of application of Rents shall take priority over any conflicting provisions in this Section 2.8 hereofor elsewhere in the Loan Documents, other than provisions granting to Lender any rights following and during the continuance of a default or an Event of Default.

Leases and Rents. (a) Borrower may permit Mortgage Borrower, in the ordinary course of Mortgage Borrower’s business without Lender’s consent, enter into, amend or modify any Lease provided that such Lease (i) provides for rental rates comparable in all material respects to existing local market rates for similar properties, (ii) is on commercially reasonable terms (unless otherwise consented to by Lender), (iii) is with unaffiliated, third parties (unless otherwise consented to by Lender), (iv) provides that the Tenant thereunder will attorn to Mortgage Lender and any purchaser at a foreclosure sale and (v) does not contain any terms which are reasonably likely to have a Material Adverse Effect. Borrower absolutely and unconditionally assigns shall have the right to permit Mortgage Borrower, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (A) by reason of a Tenant default under the applicable Lease and (B) in the ordinary course of Mortgage Borrower’s rightbusiness. Notwithstanding anything to the contrary contained herein, title and interest in all current and future Leases and Rents as collateral for Borrower shall not permit Mortgage Borrower, without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to prior written approval of Lender (which approval shall not be construed unreasonably withheld, conditioned or delayed), to bind Lender enter into, renew, extend, amend, or modify (other than to a de minimis extent), consent to any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease, except (x) in the case of any Major Lease other than any Specified Tenant Lease and the Oaktree Lease, to the performance extent that the terms of such Major Lease require Mortgage Borrower to act reasonably in approving such action and withholding approval under the circumstances would be unreasonable (for the avoidance of doubt, the foregoing proviso shall not be applicable to any of Specified Tenant Lease and the covenantsOaktree Lease, conditions or provisions contained in and Lender’s approval with respect to any such Specified Tenant Lease or and the Oaktree Lease shall be required as otherwise impose provided herein) and (y) to the extent that a Tenant under any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instrumentsMajor Lease has, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject pursuant to the terms of its Lease, an unilateral right (without Mortgage Borrower’s consent and/or approval) to effectuate such action. Notwithstanding the foregoing provisions of this Section 5.1(z4.14(a), Lender grants it being acknowledged that Borrower is permitted to permit Mortgage Borrower a license to lease, maintain, operate and manage enter into an amendment to the Mortgaged Property and to collect, use and apply the Rents in accordance with Convene Lease on the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofon Schedule I hereto.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, all Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Section, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Security Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower shall be held hold the Rents, or a portion thereof, sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon and during the occurrence continuance of an Event of Default and during Default, without the continuance thereofneed for notice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Security Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Security Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as Lender in its sole discretion shall deem proper. Anything to the contrary set forth herein or elsewhere notwithstanding, if Lender shall have required and Borrower shall have executed a Cash Management Agreement in favor of Lender, then, except to the extent that Lender in its sole discretion determines otherwise, (i) the provisions of the Cash Management Agreement shall control over any conflicting provisions of this Section, (ii) the provisions of the Cash Management Agreement which require that Rents shall be delivered or paid directly to a lockbox or similar cash control mechanism shall take priority over any conflicting provisions herein or elsewhere in the Loan Documents, and (iii) the provisions of the Cash Management Agreement which specify the order of application of Rents shall take priority over any conflicting provisions in this Section 2.8 hereofor elsewhere in the Loan MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 16 Documents, other than provisions granting to Lender any rights following and during the continuance of a default or an Event of Default.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns to Lenderthe Agent, Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender the Agent shall not be construed to bind Lender the Agent to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lenderthe Agent. Borrower shall execute and deliver to Lender the Agent such additional instruments, in form and substance reasonably satisfactory to Lenderthe Agent, as may hereafter be reasonably requested in writing by Lender the Agent to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z5.1(Z), Lender the Agent grants to Borrower a license to lease, own, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesRent, which license shall be deemed automatically revoked is revocable upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender the Agent for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender the Agent shall immediately be entitled to possession of all Rents, whether or not Lender the Agent enters upon or takes control of the Mortgaged Property. Lender The Agent is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as in the priority and proportions set forth in Section 2.8 hereofhereof or otherwise as the Agent in its discretion shall deem proper.

Leases and Rents. (ia) Borrower absolutely and unconditionally Trustor hereby assigns to LenderBeneficiary as security for the payment of the Obligations and the observance and performance by Trustor of all of the terms, Borrower’s covenants and provisions of this Deed of Trust, the Loan Agreement and the Loan Documents on Trustor's part to be observed or performed, all of Trustor's right, title and interest in all current and future to the Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security onlyRents. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)paragraph, Lender grants Beneficiary waives the right to Borrower a license to lease, maintain, operate and manage enter the Mortgaged Trust Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit purpose of Lender for use in collecting the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revokedRents, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of grants Trustor the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver right to collect the Rents. Any The right of Trustor to collect the Rents collected after may be revoked by Beneficiary upon the occurrence and continuance of any Event of Default by giving prior notice of such revocation of to Trustor. Following such notice, Beneficiary may retain and apply the license shall be applied Rents toward payment of the Indebtedness as set forth Obligations in Section 2.8 hereofaccordance with the provisions of the Loan Agreement, or to the operation, maintenance and repair of the Trust Property, and irrespective of whether Beneficiary has commenced a foreclosure of this Deed of Trust or has applied or arranged for the appointment of a receiver. Trustor will not, without the consent of Beneficiary, which consent will not be unreasonably withheld, conditioned or delayed, make, or suffer to be made, any Leases or modify or cancel any Leases or accept prepayments of installments of the Rents for a period of more than one (1) month in advance or further assign the whole or any part of the Rents. Trustor will (i) fulfill or perform each and every provision of the Leases on the part of Trustor to be fulfilled or performed, (ii) promptly send copies of all notices of default that Trustor sends or receives under the Leases to Beneficiary, and (iii) enforce, short of termination of the Leases, the performance or observance of the material provisions thereof by the other parties thereto.

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Lender all of Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions covenants or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with subject to the terms hereof and otherwise act as requirements of the landlord under Loan Agreement (including the Leases, which license shall be deemed automatically revoked upon deposit of Rents into the occurrence and during the continuance of Clearing Account). Upon an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all RentsRents in the Clearing Account, the Deposit Account (including all Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender enters upon or takes control of the Mortgaged Property. Borrower hereby grants and assigns to Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Unless prohibited by applicable law, any Rents collected after the revocation of the such license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (a) Borrower may permit Mortgage Borrower, in the ordinary course of Mortgage Borrower’s business without Lender’s consent, enter into, amend or modify any Lease provided that such Lease (i) provides for rental rates comparable in all material respects to existing local market rates for similar properties, (ii) is on commercially reasonable terms (unless otherwise consented to by Lender), (iii) is with unaffiliated, third parties (unless otherwise consented to by Lender), (iv) provides that the Tenant thereunder will attorn to Mortgage Lender and any purchaser at a foreclosure sale and (v) does not contain any terms which are reasonably likely to have a Material Adverse Effect. Borrower absolutely and unconditionally assigns shall have the right to permit Mortgage Borrower, without the consent or approval of Lender, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (A) by reason of a Tenant default under the applicable Lease and (B) in the ordinary course of Mortgage Borrower’s rightbusiness. Notwithstanding anything to the contrary contained herein, title and interest in all current and future Leases and Rents as collateral for Borrower shall not permit Mortgage Borrower, without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to prior written approval of Lender (which approval shall not be construed unreasonably withheld, conditioned or delayed), to bind Lender enter into, renew, extend, amend, or modify (other than to a de minimis extent), consent to any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease, except (x) in the case of any Major Lease other than any Specified Tenant Lease and the Oaktree Lease, to the performance extent that the terms of such Major Lease require Mortgage Borrower to act reasonably in approving such action and withholding approval under the circumstances would be unreasonable (for the avoidance of doubt, the foregoing proviso shall not be applicable to any of Specified Tenant Lease and the covenantsOaktree Lease, conditions or provisions contained in and Lender’s approval with respect to any such Specified Tenant Lease or and the Oaktree Lease shall be required as otherwise impose provided herein) and (y) to the extent that a Tenant under any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instrumentsMajor Lease has, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject pursuant to the terms of this Section 5.1(z)its Lease, Lender grants an unilateral right (without Mortgage Borrower’s consent and/or approval) to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofeffectuate such action.

Leases and Rents. (ia) Borrower Grantor does hereby absolutely and unconditionally assigns assign to Lender, BorrowerSecured Party and grants a security interest unto Secured Party in all of Grantor’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Grantor that this assignment constitutes a present, absolute assignment assignment, and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender Secured Party to the performance of any of the covenants, conditions covenants or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignmentSecured Party. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Secured Party grants to Borrower Grantor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, retain and use and apply the Rents in accordance with subject to the terms hereof and otherwise act as requirements of the landlord under Loan Agreement (including the Leases, which license shall be deemed automatically revoked upon deposit of Rents into the HOFV Accounts). Upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower Grantor herein shall automatically be revoked, and Lender Secured Party shall immediately be entitled to possession of all RentsRents in (or required by the terms of the Loan Documents to be deposited in) the HOFV Accounts or any other deposit account and all Rents collected thereafter (including Rents past due and unpaid), whether or not Lender Secured Party enters upon or takes control of the Mortgaged Property. Lender is Grantor hereby granted grants and assigned by Borrower assigns to Secured Party the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after an Event of Default and the revocation of the such license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Secured Party in Section 2.8 hereofits sole discretion shall deem proper.

Leases and Rents. (a) Borrower shall not, without the prior written approval of Lender (which approval shall not be unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of, or shorten the term of, in each case, any Lease. Borrower shall not, without the prior written approval of Lender (which approval shall not be unreasonably withheld, conditioned or delayed) permit any subletting under any Lease (other than a Sublease under a Leased Fee Lease in accordance with the terms and conditions hereof prior to a Leased Fee Lease Termination). Notwithstanding the foregoing and so long as no Event of Default has occurred and is continuing, and solely with respect to Leases at a Multi-Tenant Subleased Property (a “Multi-Tenant Property Lease”) during a Leased Fee Lease Termination Period, Borrower shall be permitted to enter into a new Multi-Tenant Property Lease (a “New Multi-Tenant Property Lease”) or renew, extend, amend, modify, permit any assignment of, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of, or shorten the term of, in each case, any Multi-Tenant Property Lease (a “Multi-Tenant Property Lease Amendment”) during such Leased Fee Lease Termination Period without Lender’s prior written consent so long as (A) with respect to any New Multi-Tenant Property Lease, the same shall (i) Borrower absolutely provide for rental rates comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) provide that such New Multi-Tenant Property Lease is subordinate to the Security Instrument and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for that the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment lessee will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would have a Material Adverse Effect and (B) with regard to any Multi-Tenant Property Lease Amendment, the same shall (i) be on commercially reasonable terms, (ii) not be reasonably expected to result in a Material Adverse Effect and (iii) with respect to any surrender or termination of a Multi-Tenant Property Lease, be solely with respect to a default by the Tenant under such Multi-Tenant Property Lease; provided that, Borrower shall not, without the prior written approval of Lender (which approval shall not be construed unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease and/or any New Multi-Tenant Property Lease and/or Multi-Tenant Property Lease Amendment that does not comply with the foregoing. Lxxxxx’s consent shall not be required with respect to bind Lender any “new lease” required pursuant to the performance terms and conditions of any of Leased Fee Lease to the covenantsextent provided for in such Leased Fee Lease and Lender shall, conditions at Borrower’s sole cost and expense, subordinate (or provisions contained in any confirm such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver subordination of) the Security Instrument to Lender such additional instruments, “new lease” in form and substance reasonably satisfactory acceptable to LenderLender promptly after written request from Borrower. So long as no Event of Default has occurred and is continuing, as may hereafter be reasonably requested in writing the event that a Leased Fee Lease terminates and Borrower becomes the owner of improvements previously owned by Lender to further evidence and confirm the applicable Tenant for which Borrower did not previously own such assignment. Neverthelessimprovements, subject then in connection with any “new lease” required pursuant to the terms and conditions of this Section 5.1(z), Lender grants to Borrower any Leased Fee Lease or a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents Triple Net Leased Fee Lease entered into in accordance with the terms hereof and otherwise act conditions hereof, Lender shall (I) not unreasonably withhold, condition or delay its consent to a conveyance of such improvements to such tenant under such “new lease” or such Triple Net Leased Fee Lease and (II) at Borrower’s sole cost and expense, confirm that any liens held by Lender on such improvements previously owned by the applicable Tenant for which Borrower did not previously own such improvements are released, which confirmation shall be in form and substance reasonably acceptable to Lender so long as such release of such improvement complies with REMIC Requirements and Lxxxxx receives a REMIC Opinion in connection therewith (such conveyance in accordance with this Section 4.14(a), the landlord “Borrower Non-Owned Improvements Conveyance”). Following or concurrently with Borrower entering into a “new lease” as contemplated above or a Triple Net Lease, Lxxxxx’s consent shall not be required for Borrower to assign its interest in the Subleases to the tenant under the Leases“new lease” or such Triple Net Lease. Promptly after written request by Bxxxxxxx, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the rightshall, at its optionBxxxxxxx’s sole cost and expense, upon revocation of the license granted herein, use commercially reasonable efforts to enter upon the Mortgaged execute and deliver a non-disturbance and attornment agreement in form and substance reasonably acceptable to Lender with respect to any Multi-Tenant Property Lease entered into in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in accordance with this Section 2.8 hereof4.14(a).

Leases and Rents. Except in the ordinary course of Grantor's business (which shall generally include current market conditions at such location when such events occur), Grantor shall (a) with respect to any proposed Real Estate Lease, not execute any Real Estate Lease without the prior written consent of Beneficiary (and which Real Estate Lease shall be only for the occupancy by the tenant thereunder); (b) not discount any rent payable under any Real Estate Lease or modify or vary, surrender or terminate, either orally or in writing, any Real Estate Lease resulting in terms less favorable to Grantor than those existing as of the date hereof; (c) not cancel any Real Estate Lease affecting the Mortgaged Property or any part thereof; (d) not voluntarily terminate, cancel, waive, modify or amend its rights or the obligations of any party under any of the Real Estate Leases or (e) use all reasonable efforts to maintain each of the Real Estate Leases in full force and effect during the full term hereof. With respect to the Real Estate Leases, Grantor shall (i) Borrower absolutely not collect any rent payable for a period of more than one (1) month in advance (except that Grantor may collect the first month's rent at one time prior to the lease commencement date); (ii) not further assign its interest in, to or under any Real Estate Lease or the rents payable under any Real Estate Lease and unconditionally assigns from the Mortgaged Property to Lenderany person or entity; (iii) duly and punctually perform and comply with any and all representations, Borrower’s rightwarranties, title covenants and interest agreements expressed as binding upon it under each of the Real Estate Leases; and (iv) appear and/or defend any action or proceeding involving Grantor arising under or in all current any manner connected with any of the Real Estate Leases. Grantor has executed and future delivered to Beneficiary an Assignment of Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment of even date herewith granting Beneficiary certain rights with respect to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and including, without limiting the generality of the foregoing, the right to collect, use and apply collect Rents directly from the Rents in accordance with the terms hereof and otherwise act as the landlord tenants under the Real Estate Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to LenderMoxxxxxxx, Borrower’s Mortgagor's right, title and interest in all current and future Leases and Rents as collateral for the LoanLxxxxx xxx Rents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment asxxxxxxxx and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instrumentsadditioxxx xxxxxuments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this AgreementRents. Any portion of the Rents held by Borrower Mortgagor shall be held in trust for the benefit of Lender Mortgagee for use in the xxx xx xhe payment of the IndebtednessObligations. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall automatically be revoked, and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon revocation of the license granted licensx xxxxxxx herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Obligations in such priority and proportions as set forth Mortgagee in Section 2.8 hereofits discretion shall deem proper.

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on the standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender. In addition, all renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and terms and shall be arms-length transactions with bona fide, independent third party tenants. All proposed Leases and renewals of existing Leases shall be subject to the prior approval of Lender and its counsel, at Borrower's expense. All Leases shall provide that they are subordinate to this Security Instrument and that the lessee agrees to attorn to Lender. Borrower (i) Borrower absolutely shall observe and unconditionally assigns to Lender, Borrower’s right, title and interest in perform all current and future the obligations imposed upon the lessor under the Leases and Rents shall not do or permit to be done anything to impair the value of the Leases as collateral security for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof; (iv) shall not be construed to bind Lender to the performance of collect any of the covenantsRents more than one (1) month in advance; (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) shall not alter, conditions modify or provisions contained in change the terms of the Leases without the prior written consent of Lender, or cancel or terminate the Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and (viii) shall not consent to any assignment of or otherwise impose any obligation upon subletting under the Leases not in accordance with their terms, without the prior written consent of Lender. Borrower shall execute and deliver agrees that it will give prompt notice to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion at any time that (A) Leases comprising more than five percent (5%) of the Rents held leasable space in the Property, whether individually or in the aggregate, are terminated or have expired and have not been renewed by Borrower shall be held the related tenant thereunder or (B) tenants under Leases comprising more than five percent (5%) of the leasable space in trust the Property, whether individually or in the aggregate, have vacated their leased space, ceased operating their business in such space, have subleased such space, commenced any action or proceeding relating to bankruptcy, made an assignment for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted creditors or availed themselves or have been subjected to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether any similar action or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofproceeding.

Leases and Rents. (ia) Borrower Trustor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Beneficiary its right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Beneficiary shall not be construed to bind Lender Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderBeneficiary. Borrower shall Trustor agrees to execute and deliver to Lender Beneficiary such additional instruments, instrument in form and substance reasonably satisfactory to LenderBeneficiary, as may hereafter be reasonably requested in writing by Lender Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)PARAGRAPH 7, Lender Beneficiary grants to Borrower Trustor a revocable license to lease, maintain, operate and manage the Mortgaged Trust Property and to collectcollect the Rents. Trustor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesIndebtedness, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Beneficiary for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Trustor herein shall be automatically be revoked, revoked and Lender Beneficiary shall immediately be entitled to possession of all Rents, whether or not Lender Beneficiary enters upon or takes control of the Mortgaged Trust Property. Lender Beneficiary is hereby granted and assigned by Borrower Trustor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Trust Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness in such priority and proportion as set forth Beneficiary in its discretion shall deem proper. It is further the intent of Trustor and Beneficiary that the Rents hereby absolutely assigned are no longer, during the term of this Deed of Trust, property of Trustor or property of any estate of Trustor as defined in Section 2.8 hereof.541 of the Bankruptcy Code and shall not constitute collateral, cash or otherwise, of Trustor. The term "

Leases and Rents. (i) Borrower To the extent the terms of this Section 7 are inconsistent with the terms of the Loan Agreement or the Assignment of Leases and Rents, the terms of the Loan Agreement and the Assignment of Leases and Rents shall control. Trustor does hereby absolutely and unconditionally assigns assign to LenderBeneficiary, Borrower’s all Trustor's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Beneficiary shall not be construed to bind Lender Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon LenderBeneficiary. Borrower shall Trustor agrees to execute and deliver to Lender Beneficiary such additional instruments, in form and substance reasonably satisfactory to LenderBeneficiary, as may hereafter be reasonably requested in writing by Lender Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to Notwithstanding the terms provisions of this Section 5.1(z)7, Lender grants to Borrower a so long as no Event of Default shall have occurred and be continuing under the Loan Documents, Trustor shall have the sole but revocable right and license to lease, maintain, operate and manage act as landlord under the Mortgaged Property Leases and to collectenforce the covenants of the Leases, provided, however, Trustor acknowledges it has no right to collect or use and apply the Rents except in accordance with the terms hereof and otherwise act as conditions of Article VII of the landlord under Loan Agreement and the Leases, which license shall be deemed automatically revoked upon Cash Management Agreement. Upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of Default, without the Rents held by Borrower shall be held in trust need for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofnotice or demand, the license granted to Borrower Trustor herein shall automatically be revoked, . Beneficiary and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is Trustee are hereby granted and assigned by Borrower Trustor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Trust Property in person, by agent or by court-appointed receiver to collect the Rents. Any Subject to the terms of the Loan Agreement, any Rents collected after the revocation of the license shall be applied toward payment by Beneficiary in accordance with the Loan Agreement. Trustor expressly understands that any and all proposed leases are included in the definition of "LEASE" or "LEASES" as such terms may be used throughout this Deed of Trust, the Indebtedness as set forth in Section 2.8 hereofNote and the other Loan Documents.

Leases and Rents. (a) Borrower may, in the ordinary course of business without Administrative Agent’s consent, enter into, amend or modify any Lease provided that such Lease (i) provides for rental rates comparable in all material respects to existing local market rates for similar properties, (ii) is on commercially reasonable terms (unless otherwise consented to by Administrative Agent), (iii) is with unaffiliated, third parties (unless otherwise consented to by Administrative Agent), (iv) provides that the Tenant thereunder will attorn to Administrative Agent and any purchaser at a foreclosure sale and (v) does not contain any terms which are reasonably likely to have a Material Adverse Effect. Borrower absolutely shall have the right, without the consent or approval of Administrative Agent, to terminate or accept a surrender of any Lease that is not a Major Lease so long as such termination or surrender is (A) by reason of a Tenant default under the applicable Lease and unconditionally assigns to Lender, (B) in the ordinary course of Borrower’s rightbusiness. Notwithstanding anything to the contrary contained herein, title and interest in all current and future Leases and Rents as collateral for Borrower shall not, without the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender prior written approval of Administrative Agent (which approval shall not be construed unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, or modify (other than to bind Lender a de minimis extent), consent to any assignment of or subletting under, waive any provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease, except (x) in the case of any Major Lease other than any Specified Tenant Lease and the Oaktree Lease, to the performance extent that the terms of such Major Lease require Borrower to act reasonably in approving such action and withholding approval under the circumstances would be unreasonable (for the avoidance of doubt, the foregoing proviso shall not be applicable to any of Specified Tenant Lease and the covenantsOaktree Lease, conditions or provisions contained in and Administrative Agent’s approval with respect to any such Specified Tenant Lease or and the Oaktree Lease shall be required as otherwise impose provided herein) and (y) to the extent that a Tenant under any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instrumentsMajor Lease has, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject pursuant to the terms of this Section 5.1(z)its Lease, Lender grants an unilateral right (without Borrower’s consent and/or approval) to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofeffectuate such action.

Leases and Rents. (i) Borrower absolutely and unconditionally assigns assign to Lenderthe Agent, Borrower’s 's right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender the Agent shall not be construed to bind Lender the Agent to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lenderthe Agent. Borrower shall execute and deliver to Lender the Agent such additional instruments, in form and substance reasonably satisfactory to Lenderthe Agent, as may hereafter be reasonably requested in writing by Lender the Agent to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z5.1(CC), Lender the Agent grants to Borrower a license to lease, own, maintain, operate and manage the Mortgaged REO Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesRent, which license shall be deemed automatically revoked is revocable upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender the Agent for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender the Agent shall immediately be entitled to possession of all Rents, whether or not Lender the Agent enters upon or takes control of the Mortgaged REO Property. Lender The Agent is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged REO Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as in the priority and proportions set forth in Section 2.8 hereofhereof or otherwise as the Agent in its discretion shall deem proper.

Leases and Rents. (a) All Leases and all renewals of Leases executed after the date hereof shall (i) Borrower absolutely provide for rental rates comparable to existing local market rates for similar properties (except for renewals pursuant to the terms and unconditionally assigns conditions of Leases executed prior to Lenderthe date hereof, Borrower’s rightthe rental rates for which shall be consistent with the terms of the applicable Lease), title (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender or for renewals pursuant to the terms and interest in all current conditions of Leases executed prior to the date hereof), and future (iii) with respect to Leases entered into after the Closing Date, provide that such Lease is subordinate to the Security Instruments and Rents as collateral for that the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment lessee will attorn to Lender and any purchaser at a foreclosure sale, provided, that such subordination and attornment may be contingent on Lender’s agreement not to disturb the Tenant’s use of such premises so long as no event of default under such Lease has occurred and is continuing. Notwithstanding anything to the contrary contained herein, Borrower shall not, without the prior written approval of Lender (which approval shall not be construed to bind Lender unreasonably withheld, conditioned or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under (to the performance of any extent Borrower consent is required under the terms of the covenantsapplicable Lease for the applicable assignment and/or subletting), conditions waive any economic provisions or other material provisions contained of, release any party to, terminate (except in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instrumentsthe case of default by the Tenant thereunder), in form and substance reasonably satisfactory to Lenderreduce rents under, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject accept a surrender of space under (unless required pursuant to the terms and conditions of this Section 5.1(zthe applicable Lease), or shorten the term of, in each case, any Major Lease. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender grants consent under this subparagraph (a) and Lender thereafter fails to Borrower a license to leaseapprove or disapprove the same, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license Lender’s approval shall be deemed automatically revoked upon given with respect to the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust matter for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofwhich approval was requested.

Leases and Rents. Except as otherwise consented to by Lender, all Leases shall be written on a standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. All proposed leases shall be subject to the prior approval of Lender except that all proposed leases which (i) Borrower absolutely and unconditionally assigns to are on the same form of lease which has been approved by Lender, (ii) are the result of an arms-length transaction, (iii) which provide for rental rates comparable to existing market rates, (iv) where space to be leased does not exceed more than ten thousand (10,000) square feet, including all expansion rights and/or the term thereof does not exceed five (5) years, including all extension and renewal options, (v) where the proposed tenant is an independent third party not affiliated with-the Borrower’s right, title and interest in all current and future Leases and Rents as collateral for (vi) do not contain any terms which would materially affect Lender's rights under this Security Instrument, the LoanNote or the Other Security Documents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender subject to the performance prior approval of Lender. Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases if the failure to perform or observe the same would materially and adversely affect the value of the Property taken as a whole and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the. part of the lessee thereunder to be observed or performed; (iv) shall not collect any of the covenantsRents more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) shall not (A) materially alter, conditions modify or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to change the terms of the Leases without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed if the alteration, modification or change does not materially and adversely affect the value of the Property taken as a whole and provided further that such Lease, as altered, modified or changed, is otherwise in compliance with the requirements of this Section 5.1(z)Security Instrument, Lender grants or (B) cancel or terminate any Lease (except for defaults thereunder) of more than ten thousand (10,000) square feet, including all expansion rights, or if the term thereof exceeds five (5) years, including all . extension and renewal options, or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms. of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and manage (viii) shall not consent to any assignment of or subletting under the Mortgaged Property and to collect, use and apply the Rents Leases not in accordance with their terms, without the terms hereof prior written consent of Lender. Notwithstanding the foregoing, subdivisions (ii), (vi), (vii) and otherwise act as the landlord under the Leases, which license (viii) shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held not apply to residential Leases for space in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofa multifamily residential property.

Leases and Rents. After the termination of this Lease and during the period thereafter during which any Lender is entitled to enter into a new lease of the Leased Premises, Landlord will not voluntarily terminate any Lease or the rights of the Subtenant thereunder (i) Borrower absolutely provided such lease is a permissible lease under this Lease), unless such Subtenant is in default under such lease and unconditionally assigns has failed to Lendercure same within the time provided under such lease. During such periods Landlord shall receive all rent and other payments due from Subtenants (subject to Landlord’s right to not accept such rent and other payments as set forth below), Borrower’s rightincluding Subtenants whose attornment it shall have agreed to accept, title as agent of such Lender and interest shall deposit such rents and payments in all current a separate and future Leases segregated account, but may withdraw and Rents pay to Landlord such sums as collateral are required or were required to be paid to Landlord under this Lease, at the time and in the amounts due hereunder, and may withdraw and expend such amounts as are necessary for the Loanmaintenance, it being intended by Borrower that this assignment constitutes a presentoperation, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any management of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents Leased Premises in accordance with the terms hereof requirements of this Lease; and, upon the execution and otherwise act as delivery of such new lease, Landlord shall account to the landlord lessee under the Leasessaid new lease for the balance, which license if any (after application as aforesaid), of the rent and other payments made under said leases. The collection of rent by Landlord acting as an agent pursuant to this Section shall not be deemed an acceptance by Landlord for its own account of the attornment of any Subtenant unless Landlord shall have agreed in writing with such Subtenant that its tenancy shall be continued following the expiration of any period during which a Lender may be granted a new lease, in which case such attornment shall take place upon such expiration but not before; provided, however, in the event Landlord determines that it cannot accept rent payments from a Subtenant without risk of being deemed automatically revoked upon to have accepted such Subtenant’s attornment (and Landlord has not previously agreed to recognize such Subtenant in the occurrence and during the continuance event of an Event of a Default under this AgreementLease by Xxxxxx), Landlord shall have the right to direct such Subtenant to pay such rents directly to Lender. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted If all Lenders fail to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, exercise their rights to enter upon the Mortgaged Property in personinto a new lease or fail to timely execute such new lease, all rents collected by agent or Landlord on behalf of such Lenders pursuant to this Section shall become Landlord’s property free and clear of any claim by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license such Lendersand such Lenders shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofhave no further rights with respect thereto.

Leases and Rents. () Except as otherwise consented to by Beneficiary, all Leases shall be written on a standard form of lease which shall have been approved by Beneficiary. Upon request, Grantor shall furnish Beneficiary with executed copies of all Leases. No material changes may be made to the Beneficiary-approved standard lease without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld or delayed. All proposed leases shall be subject to the prior approval of Beneficiary except that all proposed leases which (i) Borrower absolutely are on the same form of lease which has been approved by Beneficiary, (ii) are the result of an arms-length transaction, (iii) which provide for rental rates comparable to existing market rates, (iv) where space to be leased does not exceed more than ten percent (10%) of total rentable space of the Property, (v) where the proposed tenant is an independent third party not affiliated with the Grantor, and unconditionally assigns to Lender(vi) do not contain any terms which would materially affect Beneficiary's rights under this Security Instrument, Borrower’s rightthe Guaranty or the Other Security Documents, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender subject to the performance prior approval of Beneficiary. Notwithstanding subsections (ii), (iii) and (v) above, Grantor may lease units to employees of Grantor, but the aggregate number of units leased to such employees shall not exceed 1.5% of the total number of units at the Property. Grantor (i) shall observe and perform all the obligations imposed upon the lessor under the Leases if the failure to perform or observe the same would materially and adversely affect the value of the Property taken as a whole and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall promptly send copies to Beneficiary of all notices of default which Grantor shall send or receive thereunder; (iii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed; provided, however, with respect to multifamily residential property, a residential Lease may be terminated in the event of a default by the tenant thereunder; (iv) shall not collect any of the covenantsRents more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) shall not (A) materially alter, conditions modify or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to change the terms of the Leases without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld or delayed if the alteration, modification or change does not materially and adversely affect the value of the Property taken as a whole and provided further that such Lease, as altered, modified or changed, is otherwise in compliance with the requirements of this Section 5.1(z)Security Instrument, Lender grants or (B) cancel or terminate any Lease (except for defaults thereunder) of more than ten (10%) percent of the rentable space of the Property or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; (vii) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to lease, maintain, operate the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Beneficiary; and manage (viii) shall not consent to any assignment of or subletting under the Mortgaged Property and to collect, use and apply the Rents Leases not in accordance with their terms, without the terms hereof prior written consent of Beneficiary. Notwithstanding the foregoing, subdivisions (ii), (vi), (vii) and otherwise act as the landlord under the Leases, which license (viii) shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held not apply to residential Leases for space in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofa multifamily residential property.

Leases and Rents. Borrower is the sole owner of the entire lessor’s interest in the Leases and has good title and good right to assign and grant a security interest in the Leases and Rents assigned pursuant to the Mortgage and no other Person has any right, title or interest therein, other than the reversionary interest of Ground Lessor in the event of a termination of the Ground Lease. To the best of Borrower’s knowledge, Borrower has duly and punctually performed all of the terms, covenants, conditions and warranties of landlord under the Leases that were to be kept, observed and performed by Borrower prior to the Closing Date. Borrower has not at any time prior to the date hereof exercised any right to subordinate any Lease to any deed of trust, security deed or mortgage or any other encumbrance of any kind, other than to the Liens of the deed of trust and other loan documents in favor of Southside Bank, which are being released and terminated in their entirety as of the Closing Date. Except for the foregoing Liens of the deed of trust and other loan documents in favor of Southside Bank (which are being released and terminated in their entirety as of the Closing Date), Borrower has not executed any prior assignments of or granted any prior Liens in any Leases or any Rents, and no Rents reserved in any Lease has been anticipated and no Rents for any period subsequent to the date hereof has been collected more than one (1) month in advance of the time when the same became due under the terms of the applicable Lease. Borrower has not performed any act or executed any other instrument which might prevent Lender from enjoying and exercising any of its rights and privileges evidenced by the Loan Documents. To the best of Borrower’s knowledge, except as disclosed to Lender in writing on or prior to the date hereof, as of the Closing Date; (i) Borrower absolutely and unconditionally assigns to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any each of the covenantsLeases is valid and subsisting and in full force and effect and unmodified; (ii) there exists no defense, conditions counterclaim or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver set-off to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon Rent under the occurrence of an Event of Default Leases; and during the continuance thereof, the license granted to (iii) there are no defaults by either Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control any applicable tenant now existing under any of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofLeases.

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on the standard form of lease which shall have been approved by Lender. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which approval shall not be unreasonably withheld or delayed. In addition, all renewals of Leases and all proposed leases shall provide for rental rates and terms comparable to existing local market rates and terms and shall be arms-length transactions with bona fide, independent third party tenants. All proposed leases and renewals of existing Leases, other than Minor Leases (hereinafter defined), shall be subject to the prior approval of Lender and its counsel, at Borrower's expense, which approval shall not be unreasonably withheld or delayed if the proposed Lease or renewal Lease (i) Borrower absolutely is on the Lender-approved form, subject only to commercially reasonable variations therefrom, (ii) is negotiated in an arms-length transaction with an independent third party tenant and unconditionally assigns (iii) provides for rental rates and terms comparable to existing local market terms. All Leases entered into after the date hereof shall provide that they are subordinate to this Security Instrument and that the lessee agrees to attorn to Lender, Borrower’s right, title . Borrower (i) shall observe and interest in perform all current and future the obligations imposed upon the lessor under the Leases and Rents shall not do or permit to be done anything to impair the value of the Leases as collateral security for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment Debt; (ii) shall promptly send xxxxx to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce all of the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed, short of termination thereof; Borrower may terminate, however, Minor Leases as the result of a default by lessee thereunder; (iv) shall not be construed to bind Lender to the performance of collect any of the covenantsRents more than one (1) month in advance; (v) shall not execute any other assignment of the lessor's interest in the Leases or the Rents; (vi) shall not alter, conditions modify or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to change the terms of this Section 5.1(z)the Leases without the prior written consent of Lender, Lender grants or cancel or terminate the Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of the Land or of any interest therein so as to Borrower effect a license to leasemerger of the estates and rights of, maintainor a termination or diminution of the obligations of, operate and manage the Mortgaged Property and to collectlessees thereunder; (vii) shall not alter, use and apply the Rents in accordance with modify or change the terms hereof of any guaranty, letter of credit or other credit support with respect to the Leases (the "Lease Guaranty") or cancel or terminate such Lease Guaranty without the prior written consent of Lender; and otherwise act as the landlord (viii) shall not consent to any assignment of or subletting under the LeasesLeases not in accordance-with their terms, which license shall be deemed automatically revoked upon without the occurrence and during the continuance prior written consent of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofLender.

Leases and Rents. (a) Except as otherwise consented to by Lender, all Leases shall be written on a standard form of lease which shall have been approved by Lender. If Lender does not approve or disapprove a proposed Lease, within twenty (20) days after Lender's receipt thereof, Borrower shall provide Lender with notice stating in bold print that Lender's approval or disapproval is required within ten (10) days after Lender's receipt of such notice. If Lender does not provide its approval or disapproval within said ten (10) day period, such proposed Lease shall be deemed approved. Upon request, Borrower shall furnish Lender with executed copies of all Leases. No material changes may be made to the Lender-approved standard lease without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. If Lender does not approve or disapprove of such proposed changes, within twenty (20) days after Lender's receipt thereof, Borrower shall provide Lender with notice stating in bold print that Lender's approval or disapproval is required within ten (10) days after Lender's receipt of such notice. If Lender does not provide its approval or disapproval within said ten (10) day period, such proposed changes shall be deemed approved. Borrower may enter into a proposed Lease without Lender's prior written consent provided that such proposed Lease (i) Borrower absolutely and unconditionally assigns to is on the same standard form of lease which has been approved by Lender except Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall 's consent will not be construed required for non-material, non-adverse changes, (ii) is the result of an arms-length transaction, (iii) provides for rental rates comparable to bind Lender existing market rates, (iv) involves space to the performance be leased less than ten percent (10%) of any total rentable space of the covenantsProperty, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z), Lender grants to Borrower (v) involves a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance proposed tenant which is an independent third party not affiliated with the Borrower, (vi) does not contain any terms hereof which would materially and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default adversely affect Lender's rights under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereofSecurity Instrument, the license granted to Borrower herein shall automatically be revokedNote or the other Security Documents, and Lender shall immediately be entitled to possession of all Rents(vii) is not a Major Lease. For purposes hereof, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereof.a "

Leases and Rents. (ia) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall agrees to execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)3.7, Lender grants to Borrower a revocable license (revocable only as provided herein) to lease, maintain, operate and manage the Mortgaged Property and to collect, use retain, and apply enjoy the Rents in accordance with pursuant to (and as such license may be limited by) the terms hereof and otherwise act as conditions contained in the landlord under Restricted Account Agreement and the LeasesCash Management Agreement. Furthermore, which license notwithstanding anything to contrary contained herein and notwithstanding the rights granted to Lender pursuant to this Section 3.7, all Rents shall be deemed automatically revoked upon deposited, held and applied pursuant to the occurrence and during the continuance of an Event of Default under this Agreement. Any portion provisions of the Rents held by Borrower shall be held in trust for Restricted Account Agreement and the benefit of Lender for use in the payment of the IndebtednessCash Management Agreement. Upon the occurrence and continuance of an Event of Default and during the continuance thereofAcceleration Default, the license granted to Borrower herein shall automatically be revokedrevoked (subject to automatic reinstatement upon Borrower’s cure of the applicable Event of Default), and Lender shall shall, subject to the provisions of the Other Security Documents, immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Subject to the provisions of the Other Security Documents, Lender is hereby granted and assigned by Borrower the right, at its option, upon during any period of revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-court appointed receiver to collect the Rents. Any Rents collected after during the revocation of the license shall shall, subject to any contrary provision of the Other Security Documents, be applied toward payment by Lender against the Debt, in such order and priority as it may determine. Notwithstanding the foregoing, in the event of any conflict or inconsistency between the terms and provisions of this Section 3.7(a) and those contained in that certain Assignment of Leases and Rents executed by Borrower in connection with the Loan (the “ALR”), the terms and conditions of the Indebtedness as set forth in Section 2.8 hereofALR shall control and govern.

Leases and Rents. (i) Borrower does hereby absolutely and unconditionally assigns assign to Lender, Lender Borrower’s right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)2.2 and Section 3.8, Lender grants to Borrower a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply collect the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Rents.. Borrower shall be held hold the Rents, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Lender in Section 2.8 hereofits discretion shall deem proper.

Leases and Rents. (ia) Borrower In connection with the Loan, Grantor does hereby grant, bargain, sell, convey, assign, and set over and has absolutely and unconditionally assigns to Lendergranted, Borrower’s bargained, sold, conveyed, assigned and set over unto Beneficiary all of Grantor's right, title and interest in all current and future Leases and Rents, including, without limitation, the Operating Lease and all Rents as collateral for the Loanderived therefrom, it being intended by Borrower Grantor that this such assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Beneficiary shall not be construed to bind Lender Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderBeneficiary. Borrower Grantor shall execute and deliver to Lender Beneficiary such additional instruments, in form and substance reasonably satisfactory to LenderBeneficiary, as may hereafter be reasonably requested in writing by Lender Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)Section, Lender grants Beneficiary has granted to Borrower Grantor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Grantor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Beneficiary for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower herein Grantor shall automatically be revoked, and Lender Beneficiary shall immediately be entitled to possession of all Rents, whether or not Lender Beneficiary enters upon or takes control of the Mortgaged Property. Lender Beneficiary is hereby granted and assigned by Borrower Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall may be applied toward payment of the Indebtedness Debt in such priority and proportions as set forth Beneficiary in Section 2.8 hereofits discretion shall deem appropriate.

Leases and Rents. (ia) Borrower Mortgagor does hereby absolutely and unconditionally assigns assign to Lender, Borrower’s Mortgagee its right, title and interest in all current and future Leases and Rents as collateral for the LoanRents, it being intended by Borrower Mortgagor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender Mortgagee shall not be construed to bind Lender Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon LenderMortgagee. Borrower shall Mortgagor agrees to execute and deliver to Lender Mortgagee such additional instruments, in form and substance reasonably satisfactory to LenderMortgagee, as may hereafter be reasonably requested in writing by Lender Mortgagee to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section 5.1(z)paragraph 7, Lender Mortgagee grants to Borrower Mortgagor a revocable license to lease, maintain, operate and manage the Mortgaged Property and to collectcollect the Rents. Mortgagor shall hold the Rents, use and apply or a portion thereof sufficient to discharge all current sums due on the Rents in accordance with the terms hereof and otherwise act as the landlord under the LeasesDebt, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender Mortgagee for use in the payment of the Indebtednesssuch sums. Upon the occurrence of an Event of Default and during the continuance thereofDefault, the license granted to Borrower Mortgagor herein shall be automatically be revoked, revoked and Lender Mortgagee shall immediately be entitled to possession of all Rents, whether or not Lender Mortgagee enters upon or takes control of the Mortgaged Property. Lender Mortgagee is hereby granted and assigned by Borrower Mortgagor the right, at its option, upon the revocation of the license granted herein, herein to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall herein granted may be applied toward payment of the Indebtedness Debt in such priority and proportion as set forth Mortgagee in Section 2.8 hereofits discretion shall deem proper.

Leases and Rents. (ia) Borrower The Grantor hereby absolutely and unconditionally assigns to Lenderassigns, Borrower’s sells, transfers and conveys all of the right, title and interest in and to all current and future Leases and all renewals, replacements and guarantees thereof along with all of the Rents as collateral for to the Loan, it being intended by Borrower that this Beneficiary. This assignment constitutes a present, is absolute assignment in nature and not an assignment for additional security only. Such assignment to Lender shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Lender. Borrower shall execute and deliver to Lender such additional instruments, in form and substance reasonably satisfactory to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this Section 5.1(z)Paragraph 7, Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon until the occurrence of an Event of Default and during the continuance thereofDefault, the Grantor shall have the right under a retained and reserved license granted (but limited as provided herein) to Borrower herein collect Rents and each tenant may pay Rents directly to Grantor; but after an Event of Default, the Grantor’s license shall automatically terminate and be revokedrevoked and to the extent Grantor collects any Rents thereafter accruing or paid, Grantor covenants to hold all such Rents in trust for the use and benefit of Beneficiary. Following such revocation of Grantor’s license, each tenant is hereby authorized and directed to pay directly to Beneficiary all Rents thereafter accruing or payable, and Lender the Beneficiary may retain and apply the Rents toward payment of the Obligations, in such order, priority and proportions as the Beneficiary, in its discretion, shall immediately deem proper, or to the operation, maintenance and repair of the Trust Property, and irrespective of whether the Beneficiary shall have commenced any sale or foreclosure of this Deed of Trust or shall have applied or arranged for the appointment of a receiver. The Grantor represents that as of the date of this Deed of Trust there are no Leases affecting all or any part of the Trust Property. The Grantor shall not, without the consent of the Beneficiary, make, or suffer to be entitled made, any Leases or modify or cancel any Leases, or accept prepayments of installments of the Rents for a period of more than one (1) month in advance or further assign the whole or any part of the Rents. Notwithstanding the foregoing, the Beneficiary will not unreasonably withhold its consent to possession the Grantor making a new Lease or renewing an existing Lease provided that (i) no Event of Default has occurred hereunder and (ii) such new or renewed Lease is (a) for actual occupancy, (b) at market rents, (c) for a reputable use as reasonably determined by the Beneficiary and (d) made pursuant to documentation in form and substance satisfactory in all respect to the Beneficiary. The Grantor shall (a) fulfill or perform each and every provision of the Leases on the part of the Grantor to be fulfilled or performed, (b) promptly send copies of all Rentsnotices of default which the Grantor shall send or receive under the Leases to the Beneficiary, whether and (c) enforce the performance or not Lender enters upon or takes control observance of the Mortgaged Propertyprovisions thereof by the tenants thereunder. Lender is hereby granted The Grantor shall from time to time, but not less frequently than once every 180 days, provide to the Beneficiary a complete and assigned by Borrower detailed leasing status report with respect to the rightImprovements, which leasing status report shall be in form and substance satisfactory in all respects to the Beneficiary. In addition to the rights which the Beneficiary may have herein, in the event of any default under this Deed of Trust, the Beneficiary, at its option, upon revocation of may require the license granted hereinGrantor to pay monthly in advance to the Beneficiary, to enter upon the Mortgaged Property in person, by agent or by court-any receiver appointed receiver to collect the Rents. Any Rents collected after , the revocation fair and reasonable rental value for the use and occupation of such part of the license Premises as may be in possession of the Grantor. Upon default in any such payment, the Grantor will vacate and surrender possession of the Premises to the Beneficiary, or to such receiver, and, in default thereof, the Grantor may be evicted by summary proceedings or otherwise. Nothing contained in this Paragraph shall be applied toward payment construed as imposing on the Beneficiary any of the Indebtedness as set forth obligations of the lessor under the Leases or of a “mortgagee in Section 2.8 hereofpossession” (or equivalent).

Leases and Rents. Borrower may enter into a proposed Lease (including the renewal or extension of an existing Lease (a "Renewal Lease")) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower absolutely (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not have a materially adverse effect on the value of the Property taken as a whole, (iv) is subject and unconditionally assigns subordinate to the Security Instrument and the lessee thereunder agrees to attorn to Lender, and (v) is written on the standard form of lease approved by Lender. All proposed Leases which do not satisfy the requirements set forth in this 0 shall be subject to the prior approval of Lender and its counsel, at Borrower’s right, title 's expense. Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this Subsection together with Borrower's certification that it has satisfied all of the conditions of this Subsection. Borrower (i) shall observe and interest in perform all current and future the obligations imposed upon the lessor under the Leases and Rents as collateral for the Loan, it being intended by Borrower that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Lender shall not do or permit to be construed done anything to bind Lender to impair the performance value of any of the covenantsLeases as security for the Debt; (ii) upon request, shall promptly send copies to Lender of all notices of default which Borrower shall send or receive thereunder; (iii) shall enforce all of the material terms, covenants and conditions or provisions contained in the Leases upon the part of the tenant thereunder to be observed or performed; (iv) shall not collect any such Lease of the Rents more than one (1) month in advance (except security deposits shall not be deemed Rents collected in advance); (v) shall not execute any other assignment of the lessor's interest in any of the Leases or otherwise impose the Rents; and (vi) shall not consent to any obligation upon assignment of or subletting under any Leases not in accordance with their terms, without the prior written consent of Lender. Borrower may, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a materially adverse effect on the value of the Property taken as a whole, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Security Instrument and any subordination agreement binding upon Lender with respect to such Lease. A termination of a Lease with a tenant who is in default beyond applicable notice and grace periods shall execute not be considered an action which has a materially adverse effect on the value of the Property taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Subsection shall be subject to the prior approval of Lender and its counsel, at Borrower's expense. Borrower shall promptly deliver to Lender such additional instrumentscopies of amendments, in form modifications and substance reasonably satisfactory waivers which are entered into pursuant to Lender, as may hereafter be reasonably requested in writing by Lender to further evidence and confirm such assignment. Nevertheless, subject to this Subsection together with Borrower's certification that it has satisfied all of the terms conditions of this Section 5.1(z), Lender grants to Borrower a license to lease, maintain, operate and manage the Mortgaged Property and to collect, use and apply the Rents in accordance with the terms hereof and otherwise act as the landlord under the Leases, which license shall be deemed automatically revoked upon the occurrence and during the continuance of an Event of Default under this Agreement. Any portion of the Rents held by Borrower shall be held in trust for the benefit of Lender for use in the payment of the Indebtedness. Upon the occurrence of an Event of Default and during the continuance thereof, the license granted to Borrower herein shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents, whether or not Lender enters upon or takes control of the Mortgaged Property. Lender is hereby granted and assigned by Borrower the right, at its option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied toward payment of the Indebtedness as set forth in Section 2.8 hereofSubsection.