Common use of Assignment of Leases and Rents Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for As additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to for the performance of any payment of the covenantsdebts represented by the Note and any amounts that Borrower is obligated to pay pursuant to this Mortgage, conditions Borrower hereby assigns to Lender (the “Assignment”) all leases now or provisions contained in hereafter affecting the Mortgaged Premises (the “Leases”) and all rents and profits due or to become due with respect thereto (the “Rents”), whether before or after foreclosure or during any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary redemption period after foreclosure sale, and ▇▇▇▇▇▇▇▇ hereby further agrees that ▇▇▇▇▇▇ shall have no responsibility on account of the power pursuant to this assignment for the Assignment irrevocably to manage, control, care, maintenance, management or repair of and lease the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant DocumentsMortgaged Premises. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of DefaultDefault hereunder and without regard to waste, Beneficiary adequacy of the security, or solvency of the Borrower, Lender may, either in person or by agentat its option, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect either: a. Apply to the Rents and Leases; (d) enter upon, take possession of and operate Minnesota District Court for the Trust Property; (e) lease all or any part of county in which the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or Mortgaged Premises is located for the appointment of a receiver under ▇▇▇▇. Stat. Section 559.17. Lender shall be entitled to such appointment upon showing that an Event of Default has occurred. The receiver shall apply all rents and without need for any other authorization or other action by Beneficiary or Grantorprofits collected from the date of appointment through the redemption period, first as provided in Minn. Stat. At Beneficiary's requestSection 576.01, Grantor shall deliver a copy of this assignment to each tenant under a Lease Subd. 2, and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with thereafter apply the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither following items in the enforcement order indicated: first, to the payment of any amounts incurred by Lender pursuant to Section 6 herein; second, to the payment of principal and interest on any prior mortgages; third, to the payment of any other prior liens or encumbrances; and fourth, to the payment of principal and interest on the Note; or b. Collect all rents and profits from the occupiers of the remedies Mortgaged Premises upon the filing by the Lender, in the appropriate office of the county in which the property is located, of a notice of the occurrence of an Event of Default in the terms and conditions of this Mortgage and the service of said notice of default upon the occupiers of the Mortgaged Premises. From such date of filing and service through the redemption period, Lender shall first apply all rents and profits so collected in the same manner provided in Section 5(a) above. If Lender exercises its rights under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documentsprovision, at law or in equity it shall cause Beneficiary to not, solely by reason thereof, be deemed or construed to be a Beneficiary in possession “Lender-in-possession” of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldMortgaged Premises.

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

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

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

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

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future There exists as part of the related Mortgage File an Assignment of Leases and Rents, it being intended by Grantor that this assignment constitutes (either as a present, absolute assignment and not an assignment for additional security onlyseparate instrument or incorporated into the related Mortgage). Such assignment to Beneficiary shall not be construed to bind Beneficiary Subject to the performance of any of the covenantsPermitted Encumbrances and Title Exceptions (and, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control case of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Neverthelessa Mortgage Loan that is part of a Whole Loan, subject to the terms related Assignment of this paragraphLeases constituting security for the entire Whole Loan), Beneficiary grants each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to Grantor a revocable license granted to collect all the related Mortgagor to exercise certain rights and to perform certain obligations of the Rents and retainlessor under such lease or leases, use and enjoy including the same and otherwise exercise all rights right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Grantor under any Lease, in each caseLeases, subject to applicable law and the terms hereof Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly 9a Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass. Mortgage File; Assignment of Leases 9b Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and of creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the Relevant Documents. Upon an Event of Defaultrelated lease or leases, the subject only to a license granted to Grantor herein shall immediately the related Mortgagor to exercise certain rights and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control perform certain obligations of the Trust Propertylessor under such lease or leases, provided that including the right to operate the related leased property, except as Title Policy; Mortgage; Assignment of Leases to the Mortgagee. the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass. 9c Review the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceedingrelated Mortgage, or by related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an event of default under the Mortgage Loan, a receiver may be appointed by a court, without for the necessity collection of taking rents or for the related Mortgagee to enter into possession of to collect the Trust Property in its own name, and in addition rents or for rents or for the related Mortgagee to and without limiting any of Beneficiary's rights and remedies hereunder, under enter into possession to collect the Notes and any other Relevant Documents and as otherwise available at law rents or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are for rents to be paid directly to Beneficiarythe Mortgagee. If so determined, whether or not Beneficiary has commenced or completed foreclosure or taken possession it will be a Test pass. Assignment of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.Mortgage

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Second Priority Debt Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any other Lease or their respective Rents to Beneficiaryanyone other than Mortgagee and the Senior Collateral Agent. (b) Without Mortgagee's prior written consent, Grantorwhich shall not be unreasonably withheld or delayed, Mortgagor will not enter into, modify, amend, terminate or consent to the cancellation or surrender of any Lease. (c) Subject to Section 1.09(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor's right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.09(d), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.09(d), Mortgagee may in Mortgagor's name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.09(c), and Mortgagor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, subject to prior rights under the Senior Loan Documents, the Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant's successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant's successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing, care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of any of the Trust Property. Grantor agrees Mortgaged Property or any other act or omission by any other person. (f) Mortgagor shall furnish to execute Mortgagee, within 45 days after a request by Mortgagee to do so (but no more frequently than twice annually), a written statement containing the names of all tenants, subtenants and deliver to Beneficiary such additional instrumentsconcessionaires of the Premises or Improvements, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof space occupied and of the Relevant Documents. Upon an Event of Default, the rentals or license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations fees payable thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

Assignment of Leases and Rents. Grantor does (a) Mortgagor hereby absolutely unconditionally and unconditionally assign to Beneficiaryirrevocably transfers, Grantorassigns, conveys and sets over unto Mortgagee all of Mortgagor's right, title and interest in and to all current ▇▇▇ ▇▇▇▇▇e Leases, Rents and future Leases and Rentsother property income, it being intended by Grantor Mortgagor that this assignment constitutes a present, absolute absolu▇▇ ▇▇▇▇▇▇er and assignment and not an assignment for additional security only. Such assignment to Beneficiary Mortgagee shall not be construed to bind Beneficiary Mortgagee to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon BeneficiaryMortgagee. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor Mortgagor agrees to execute and deliver to Beneficiary Mortgagee such additional ad▇▇▇▇▇▇▇▇ instruments, in form and substance satisfactory to BeneficiaryMortgagee, as may hereafter be reasonably requested by Beneficiary Mortgagee to further evidence and confirm such assignment. Nevertheless, subject Subject to the terms of this paragraphparagraph 8 and Section 7.11 of the Credit Agreement, Beneficiary Mortgagee grants to Grantor Mortgagor a revocable license to operate and manage the Mortgaged Property and to collect all of the Rents and retainthe other property income; provided, use and enjoy that Mortgagor shall hold the same and otherwise exercise Rents, or a portion thereof sufficient to discharge all rights of Grantor under any Leasecurrent sums due on the Obligations, in each case, subject to trust for the terms hereof and benefit of Mortgagee for use in the Relevant Documentspayment of such sums. Upon the occurrence of an Event of Default, the license granted to Grantor herein Mortgagor in this paragraph 8 shall immediately and automatically be revoked, and Beneficiary Mortgagee shall immediately be entitled to possession of all RentsRents and other property income, whether or not Beneficiary Mortgagee enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Mortgaged Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary Mortgagee is hereby granted and assigned by Grantor Mortgagor the right, at its option, upon revocation of the license granted l▇▇▇▇▇▇ ▇▇anted herein, to enter upon the Trust Mortgaged Property in person or person, by agent, without bringing any action or proceeding, agent or by court-appointed receiver to collect the RentsRents and the other property income. Any Rents and other property income collected after the revocation of the license shall may be applied towards the toward payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or Obligations in equity such priority and proportions as Mortgagee in its discretion shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withhelddeem proper.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment As additional collateral for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any payment of the covenantsSecured Debt, conditions Borrower hereby assigns to Lender the Leases, including the rents, income and profits of the Property, and grants the Lender the right to enter upon and take possession of the Property for the purpose of collecting the same and to let the Property or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility part thereof, and to apply the rents, income and profits (after payment of all necessary charges and expenses) on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust PropertySecured Debt. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon Until an Event of DefaultDefault as hereinafter defined shall occur, the license granted to Grantor herein Borrower shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rentscollect and receive said rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstatedincome and profits. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, Borrower warrants that: (a) notify Borrower is or will be the sole owner of the entire lessor's interest in the Leases; (b) the Leases are or will be valid and enforceable and have not been and will not be altered, modified, or amended in any lessee or other person that manner whatsoever except as herein set forth; (c) no rents reserved in the Leases have been or will be assigned or anticipated; (d) no rents for any period subsequent to Beneficiary and that all Rents are to the date of this assignment have been or will be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession collected in advance of the Trust time when the same shall become due under the terms of the Leases. Borrower will not (i) execute any other assignment of its interest in the Leases or assignment of rents arising or accruing from the Lease or from the Property; (bii) settlealter, compromise, release, extend modify or change the time of payment of, and make allowances, adjustments and discounts terms of any Rents Lease or other obligations in, give any consent to and under exercise any option required or permitted by such terms without the Leasesprior written consent of Lender; (ciii) consent to any assignment or subletting under any Lease not in accordance with its terms, without the prior written consent of Lender. If an Event of Default shall occur Borrower will, upon Lender's demand, ▇▇▇ pay monthly in advance to Lender or to any receiver appointed to collect said rents, income and profits, the fair and reasonable rental value for the use and occupation of the Property. The exercise by Borrower of any right or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights remedy available under the Leases, prosecute any action or proceeding, and defend against any claim applicable law with respect to the Rents and Leases; (d) enter uponLease including without limitation, take possession of and operate the Trust Property; (e) lease all or any part collection of the Trust Property; and/or (f) perform any rents, income and all obligations of Grantor under profits and the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing application thereof as herein provided shall not be considered a waiver of any action default by Lender under this Indenture or the appointment of a receiver and without need Lease or this assignment. Lender shall not be liable for any other authorization loss sustained by Borrower resulting from Lender's failure to let the Property after default or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor from any other remedies act or security interests afforded omission of Lender in managing the Property after default unless such loss is caused by the willful misconduct and bad faith of Lender. Lender shall not be obligated to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty duty, or liability whatsoever under any of the Leases Lease or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses under or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Propertythis assignment. Should Beneficiary Lender incur any such claimliability under any Lease or under or by reason of this assignment, liability, expense, loss or damagein defense of any such claims or demands, the amount thereof, including all actual costs, expenses and reasonable fees of attorneys' fees, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldSecured Debt.

Assignment of Leases and Rents. Grantor does As additional security for the payment and performance of the Liabilities, and for the performance of the agreements herein contained, the Mortgagor hereby absolutely assigns and unconditionally assign transfers to Beneficiarythe Bank, Grantor's rightits successors and assigns, title all the rents, profits, and interest income under any lease or leases of the Property (including any extensions, amendments, or renewals thereof), whether due or to become due, including all such leases in all current existence or coming into existence during the period this Mortgage is in effect. This assignment of rents shall run with the land and future Leases be good and Rentsvalid against the Mortgagor or those claiming under or through the Mortgagor, it being intended by Grantor that from the date of the recording of this Mortgage. This assignment shall continue to be operative during foreclosure or any other proceedings taken to enforce this Mortgage. In the event of a sale or foreclosure which shall result in a deficiency this assignment constitutes a present, absolute shall stand as security during the redemption period for the payment of such deficiency. This assignment is given as collateral security only and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed as obligating the Bank to bind Beneficiary to the performance of perform any of the covenants, conditions covenants or provisions undertakings required to be performed by the Mortgagor contained in any assigned leases. Upon occurrence of an Event of Default, the Mortgagor shall, upon demand by the Bank, and to the extent allowed by law, deliver possession of the Property to the Bank, who shall thereafter collect the rents and income therefrom, rent or lease the Property or portion thereof upon terms and for a time as it deems best, terminate any tenancy and maintain proceedings to recover rents or possession of the Property from any tenant or trespasser. The Bank may apply the net proceeds of such Lease rent and income to the following purposes: (a) preservation of the Property; (b) payment of taxes; (c) payment of insurance premiums; (d) payment of the Liabilities. In the event that the Mortgagor fails, refuses, or otherwise impose any obligation upon Beneficiary. Beneficiary neglects to deliver or surrender possession, the Bank shall have no responsibility on account be entitled to the appointment of this assignment a receiver for the control, care, maintenance, management or repair Property and of the Trust Propertyearnings, for income, issue and profits thereof, with such powers as the court making such appointment may confer. The Mortgagor hereby irrevocably consents to such appointment and waives notices of any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Propertyapplication therefor. Grantor The Mortgagor agrees to execute and deliver to Beneficiary the Bank further assignments of rents on all future leases on the Property during the term of this Mortgage, such additional instruments, assignments to be in a form and substance manner reasonably satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldBank.

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

Assignment of Leases and Rents. Grantor does hereby absolutely Mortgagor assigns and unconditionally assign grants a security interest to BeneficiaryMortgagee in and to the rents, Grantor's rightroyalties, title revenue, income, issues and interest in profits of the Premises as further security for the payment, of the Indebtedness, and during the continuance of a Default Mortgagor grants to Mortgagee the right to enter the Premises for the purpose of collecting the same and to let the Premises, or any part thereof, and to apply said rents, royalties, revenue, income, issues and profits, after payment of all current necessary charges and future Leases and Rentsexpenses, it being intended by Grantor that this assignment constitutes a present, absolute on account of the Indebtedness. This assignment and not an assignment grant shall continue in effect until the Indebtedness is fully paid. Mortgagee hereby waives the right to enter the Premises for additional security onlythe purpose of collecting said rents, issues and profits, and Mortgagor shall be entitled to collect, receive and use said rents, issues and profits, until the occurrence and continuance of one or more Defaults. Such assignment During the continuance of any Default, the right of Mortgagor to Beneficiary collect, receive and use said rents, royalties, revenue, income, issues and profits, shall be revoked forthwith. Mortgagor shall, from time to time after request by Mortgagee, execute, acknowledge and deliver to Mortgagee, in form reasonably satisfactory to Mortgagee, separate assignments effectuating the foregoing. Mortgagee shall not be construed obligated to bind Beneficiary perform or discharge any obligation or duty to the performance of be performed or discharged by Mortgagor under any Lease or other agreement affecting all or any part of the covenantsPremises, conditions or provisions contained in and no assignment of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary other agreement shall have no place the responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for all or any dangerous or defective condition part of the Trust PropertyPremises upon Mortgagee, or nor make Mortgagee liable for any negligence by any Person other than Mortgagee or its directors, officers, agents, employees or servants in the management, operation, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any Premises resulting in injury, death or property damage. In addition, after the occurrence and all obligations of Grantor under during the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment continuance of a receiver Default and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy the giving of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by GrantorMortgagor, Mortgagor will pay monthly in advance to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do soMortgagee, or to take any actionreceiver appointed to collect said rents, incur any expenseroyalties, or perform or discharge any obligationrevenue, duty or liability whatsoever under any income, issues and profits, the fair and reasonable rental value for the use and occupancy of the Leases Premises or otherwise. Grantor shallof such part thereof as may be in the possession of Mortgagor, and hereby agrees upon default in any such payment will vacate and surrender the possession thereof to indemnify Beneficiary forMortgagee or to such receiver, and in default thereof may be evicted by summary or other proceedings. Without limiting the generality of any provision of this Paragraph 35, if a proceeding under Title 11 of the United States Code, as in effect from time to hold Beneficiary harmless from and againsttime (the "Bankruptcy Code"), any and all claimsis commenced by or against Mortgagor, liabilitythen, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (aSection 552(b)(2) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageBankruptcy Code, the amount thereofsecurity interest granted by this Mortgage shall automatically extend to all rents, including all actual expenses royalties, revenue, income, issues and reasonable fees profits acquired by Mortgagor after the commencement of attorneysthe case and such rents, royalties, revenue, income, issues and profits shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to cash collateral under Section 363(a) of the prior written approval of Beneficiary, such approval not to be unreasonably withheldBankruptcy Code.

Assignment of Leases and Rents. Grantor (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby absolutely bargain, sell, assign, transfer and unconditionally assign to Beneficiary, Grantor's right, title and interest in set over unto Mortgagee all current and future Leases and Rentsall the rents, it being intended by Grantor that this assignment constitutes a presentfees, absolute assignment issues, profits, revenues, royalties and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the covenantsMortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary Mortgagor shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retaincollect, use and enjoy the same and otherwise exercise all rights of Grantor but not more than one (1) month in advance under any Lease, in each caseall Rents earned prior to default. This Mortgage constitutes an absolute, subject irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee as Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the terms hereof and occurrence of the Relevant Documents. Upon an any Event of Default, the license granted to Grantor herein shall immediately which appointment is coupled with an interest and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstatedis irrevocable. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person at its discretion, file any claim or by agent, without bringing take any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, collect and enforce the payment of Rents, including those past-due either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and unpaid and other rights under the Leases, prosecute any action or proceedingdirected by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession such Tenants are hereby expressly relieved of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained duty, obligation or liability to the full extent of Grantor's rights and obligations thereunder, with or without the bringing Mortgagor in respect of any action Rents so paid to Mortgagee. (b) If, at any time after an Event of Default hereunder, in the sole discretion of Mortgagee, a receivership may be necessary to protect the Mortgaged Property or its Rents, whether before or after maturity of any Loan and whether before or at the time of or after the institution of suit to collect such indebtedness, or to enforce this Mortgage, Mortgagee, as a matter of strict right and regardless of the value of the Mortgaged Property or the amounts due hereunder or secured hereby, or of the solvency of any party bound for the payment of such indebtedness, shall have the right to the appointment of a receiver to take charge of, manage, preserve, protect, rent and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of operate the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Mortgaged Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected thereof, to make all necessary and needful repairs, and to pay all Impositions against the Mortgaged Property and all premiums for insurance thereon, and to do such other acts as may by such court be authorized and directed, and after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any expenses of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under receivership and the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession management of the Trust Mortgaged Property, to obligate Beneficiary apply the net proceeds of such receivership in reduction of the Obligations and indebtedness secured hereby or in such other manner as the said court shall direct notwithstanding the fact that the amount owing thereon may not then be due and payable or the said Obligations and indebtedness is otherwise adequately secured. Such receivership shall, at the option of Mortgagee, continue until full payment of all sums hereby secured or until title to lease the Trust Mortgaged Property or attempt to do soshall have passed by sale under this Mortgage, or to take until terminated by the court. (c) The reasonable costs and expenses (including any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, receiver’s fees and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or reasonable attorneys’ fees) incurred by Beneficiary solely by reason of Beneficiary's status as an assignee Mortgagee pursuant to the assignment of Rents powers herein contained shall be reimbursed by Mortgagor to Mortgagee on demand as promptly as practicable, shall be secured hereby and Leases contained herein, but excluding any claim shall bear interest from the date incurred at an annual rate equal to nine percent (a9%) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession in excess of the Trust Propertyone month LIBOR Rate (as set forth in the Loan Agreement). Should Beneficiary incur Unless otherwise required by the court, Mortgagee shall not be liable to account to Mortgagor for any such claimaction taken pursuant hereto, liabilityother than to account for any Rents, expensefees, loss issues, revenues, profits or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldproceeds actually received by Mortgagee.

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

Assignment of Leases and Rents. (a) Grantor does hereby irrevocably and absolutely grants, transfers and unconditionally assigns to the Trustee for the benefit of Beneficiary (for the ratable benefit of the Secured Parties), all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Grantor of the Obligations. Grantor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any other Lease or their respective Rents to anyone other than Trustee for the benefit of Beneficiary (for the ratable benefit of the Secured Parties). (b) Without Beneficiary's prior written consent, Grantor will not (i) modify, amend, terminate or consent to the cancelation or surrender of any Lease if such modification, amendment, termination or consent would, in the reasonable judgment of the Beneficiary, be adverse in any material respect to the interests of the Lenders, the value of the Trust Property or the lien created by this Deed of Trust or (ii) consent to an assignment of any tenant's interest in any Lease or to a subletting thereof covering a material portion of the Trust Property. (c) Subject to Section 1.09(d), Grantor has assigned and transferred to Trustee for the benefit of Beneficiary (for the ratable benefit of the Secured Parties) all of Grantor's right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Grantor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.09(d), an absolute transfer and assignment of all Rents and all Leases to Beneficiary and not merely to grant a security interest therein. Subject to Section 1.09(d), Beneficiary may in Grantor's name and stead (with or without first taking possession of any of the Trust Property personally or by receiver as provided herein) operate the Trust Property and rent, lease or let all or any portion of any of the Trust Property to any party or parties at such rental and upon such terms as Beneficiary shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (d) So long as an assignment Event of Default shall not have occurred and be continuing, Beneficiary will not exercise any of its rights under Section 1.09(c), and Grantor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, Beneficiary may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for additional security onlysuch purpose and for the operation and maintenance thereof. Such assignment Grantor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Beneficiary to any such tenant or any of such tenant's successors in interest, and thereafter to pay Rents to Beneficiary without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Grantor, who shall have no right or claim against any such tenant or successor in interest for any such Rents so paid to Beneficiary. Each tenant or any of such tenant's successors in interest from whom Beneficiary or any officer, agent, attorney or employee of Beneficiary shall have collected any Rents, shall be authorized to pay Rents to Grantor only after such tenant or any of their successors in interest shall have received written notice from Beneficiary that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Beneficiary to such tenant or any of its successors in interest. (e) Beneficiary will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Property. In addition, Beneficiary shall not be construed to bind Beneficiary to the performance of responsible or liable for performing any of the covenantsobligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective conditions or provisions contained in of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and or any other Relevant Documents and as otherwise available at law act or in equity, omission by any other person. (af) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly Grantor shall furnish to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of within 30 days after a receiver and without need for any other authorization or other action request by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases Premises or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageImprovements, the amount thereofterms of any Lease, including all actual expenses the space occupied and reasonable the rentals or license fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldpayable thereunder.

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

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

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

Assignment of Leases and Rents. Grantor (a) As additional security for the indebtedness secured by this Mortgage, Mortgagor does hereby absolutely bargain, sell, assign, transfer and unconditionally assign to Beneficiary, Grantor's right, title and interest in set over unto Mortgagee all current and future Leases and Rentsall the rents, it being intended by Grantor that this assignment constitutes a presentfees, absolute assignment issues, profits, revenues, royalties and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance other income of any kind (“Rents”) which, whether before or after foreclosure, or during the full statutory period of redemption, if any, shall accrue and be owing for the use or occupation of the covenantsMortgaged Property or any part thereof. So long as no Event of Default exists under this Mortgage, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary Mortgagor shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retaincollect, use and enjoy the same and otherwise exercise all rights of Grantor but not more than one (1) month in advance under any Lease, in each caseall Rents earned prior to default. This Mortgage constitutes an absolute, subject irrevocable, currently effective assignment of Rents and profits. Mortgagor hereby appoints Mortgagee Mortgagor’s true and lawful attorney-in-fact with full power of substitution to demand, collect and receive any and all Rents which may be or become due and payable by Tenants after the terms hereof and occurrence of the Relevant Documents. Upon an any Event of Default, the license granted to Grantor herein shall immediately which appointment is coupled with an interest and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstatedis irrevocable. In addition, during the continuation of an Event of Default, Beneficiary Mortgagee may, either in person at its discretion, file any claim or by agent, without bringing take any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, collect and enforce the payment of Rents, including those past-due either in Mortgagee’s name or Mortgagor’s name or otherwise. Tenants are hereby expressly authorized and unpaid and other rights under the Leases, prosecute any action or proceedingdirected by Mortgagor to pay to Mortgagee all Rents upon Mortgagee’s demand, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession such Tenants are hereby expressly relieved of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained duty, obligation or liability to the full extent of Grantor's rights and obligations thereunder, with or without the bringing Mortgagor in respect of any action Rents so paid to Mortgagee. (b) If, at any time after an Event of Default hereunder, in the sole discretion of Mortgagee, a receivership may be necessary to protect the Mortgaged Property or its Rents, whether before or after maturity of any Loan and whether before or at the time of or after the institution of suit to collect such indebtedness, or to enforce this Mortgage, Mortgagee, as a matter of strict right and regardless of the value of the Mortgaged Property or the amounts due hereunder or secured hereby, or of the solvency of any party bound for the payment of such indebtedness, shall have the right to the appointment of a receiver to take charge of, manage, preserve, protect, rent and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of operate the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Mortgaged Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected thereof, to make all necessary and needful repairs, and to pay all Impositions against the Mortgaged Property and all premiums for insurance thereon, and to do such other acts as may by such court be authorized and directed, and after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any expenses of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under receivership and the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession management of the Trust Mortgaged Property, to obligate Beneficiary to lease apply the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any net proceeds of such receivership in reduction of the Leases Obligations and indebtedness secured hereby or otherwisein such other manner as the said court shall direct notwithstanding the fact that the amount owing thereon may not then be due and payable or the said Obligations and indebtedness is otherwise adequately secured. Grantor Such receivership shall, at the option of Mortgagee, continue until full payment of all sums hereby secured or until title to the Mortgaged Property shall have passed by sale under this Mortgage. (c) The reasonable costs and hereby agrees to indemnify Beneficiary for, expenses (including any receiver’s fees and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or reasonable attorneys’ fees) incurred by Beneficiary solely by reason of Beneficiary's status as an assignee Mortgagee pursuant to the assignment of Rents powers herein contained shall be reimbursed by Mortgagor to Mortgagee on demand as promptly as practicable, shall be secured hereby and Leases contained herein, but excluding any claim shall bear interest from the date incurred at an annual rate equal to nine percent (a9%) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession in excess of the Trust Propertyone month LIBOR Rate (as set forth in the Loan Agreement). Should Beneficiary incur Mortgagee shall not be liable to account to Mortgagor for any such claimaction taken pursuant hereto, liabilityother than to account for any Rents, expensefees, loss issues, revenues, profits or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldproceeds actually received by Mortgagee.

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

Assignment of Leases and Rents. Grantor does (a) The Leases and all of the Rents, whether now due, past due, or to become due, and including all prepaid rents and security deposits, are hereby absolutely absolutely, presently and unconditionally assign uncondi tionally assigned, transferred, conveyed and set over by Mortgagor to BeneficiaryMortgagee, Grantor's rightsuch Rents (other than any Tenant security deposits which Mortgagor has not applied against amounts owing under the applicable Lease) to be applied by Mortgagee following the occurrence of an Event of Default in accordance with Section 23 hereof. Mortgagor shall not otherwise assign, title transfer or encumber in any manner the Leases or the Rents relating to the Mortgaged Property or any portion thereof except as may be otherwise provided herein or in the Assignment of Leases. Mortgagor shall have a license to exercise any and interest all rights under the Leases and to collect and receive all Rents, which license shall be terminable at the sole option of Mortgagee, without regard to the adequacy of its security hereunder, upon the occurrence and continuance of any Event of Default without further notice to, or demand upon, Mortgagor. The assignment in all current this Section 10 shall constitute an absolute and future present assignment of the Leases and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such security, and the existence or exercise of Mortgagor's conditional license as provided in the immediately foregoing sentence shall not operate to subordinate this assignment to Beneficiary shall not be construed any subsequent assignment. It is understood and agreed that neither the foregoing assignment of Leases and Rents to bind Beneficiary to Mortgagee nor the performance exercise by Mortgagee of any of its rights or remedies hereunder including, without limitation, the covenantsappointment of a receiver for the Mortgaged Property by any court at the request of Mortgagee or by agreement with Mortgagor, conditions or provisions contained the entering into possession of the Mortgaged Property or any part thereof by such receiver shall be deemed to make Mortgagee a "mortgagee-in-possession" or otherwise responsible or liable in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject manner with respect to the terms of this paragraphMortgaged Property or the use, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retainoccupancy, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession enjoyment or operation of all Rentsor any portion thereof, whether or not Beneficiary enters upon or takes control of the Trust Propertyunless and until Mortgagee, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking assumes actual possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; thereof. (b) settleIf the license granted in Section 10(a) hereof shall have been terminated by Mortgagee, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents Mortgagee or other obligations inan agent appointed by Mortgagee may, to and under the fullest extent permitted by the Leases; , do any or all of the following: (ci) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment exercise any of Rents, including those past-due and unpaid and other Mortgagor's rights under the Leases, prosecute any action including notifying Tenants to pay rent to an account or proceedinglocation selected by Mortgagee in accordance with the terms of this Mortgage; (ii) enforce the Leases; (iii) demand, collect, ▇▇▇ for, attach, levy, recover, receive, compromise and adjust, and defend against any claim make, execute and deliver receipts and releases for all rents or other payments that may then be or may thereafter become due, owing or payable with respect to the Rents Leases; (iv) demand that any sums held by Mortgagor with respect to any Lease (including, but not limited to, any security deposits, other deposits or prepayments) be immediately remitted to Mortgagee; and (v) generally, do, execute and perform any other act, deed, matter or thing whatsoever that ought to be done, executed and performed in and about or with respect to the Leases; , as fully as allowed or authorized by this Section 10. (dc) enter upon, take possession Neither the execution and delivery of and operate this Mortgage nor any action or inaction on the Trust Property; (e) lease all or any part of the Trust Property; and/or Mortgagee shall release (fi) perform any and all Tenant from its Lease, (ii) any guarantor of any Lease or (iii) Mortgagor from any of its obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing constitute an assumption of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant such obligation under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason constitute an assumption of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claimobligation on the part of Mortgagee. No action or failure to act on the part of Mortgagee shall adversely affect or limit the rights of Mortgagee under this Mortgage or the Assignment of Leases or, liabilitythrough this Mortgage or the Assignment of Leases, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldunder any Lease.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign This Mortgage is intended to Beneficiary, Grantor's right, title and interest in all current and future Leases and Rents, it being intended by Grantor that this assignment constitutes constitute a present, absolute and irrevocable assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents now or hereafter accruing, and retainMortgagor, use and enjoy without limiting the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and generality of the Relevant DocumentsGranting Clause hereof, specifically hereby presently, absolutely and irrevocably assigns all of the Rents now or hereafter accruing to Mortgagee. Upon an The aforesaid assignment shall be effective immediately upon the execution of this Mortgage and is not conditioned upon the occurrence of any Event of Default hereunder or any other contingency or event, provide, however, that Mortgagee hereby grants to Mortgagor the right and license to collect and receive the Rents as they become due so long, as no Event of Default exists hereunder. Immediately upon the occurrence of any such Event of Default, the foregoing right and license granted shall be automatically terminated and of no further force or effect. Nothing contained in this Section 6.1 or elsewhere in this Mortgage shall be construed to Grantor herein shall immediately make Mortgagee a mortgagee in possession unless and automatically be revoked, and Beneficiary shall immediately be entitled to until Mortgagee actually takes possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Mortgaged Property, provided that if such Event of Default ceases nor to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing obligate Mortgagee to take any action or proceeding, incur any expense or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting discharge any of Beneficiary's rights and remedies hereunder, duty or liability under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify respect of any lessee leases or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect agreements relating to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all Mortgaged Property or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

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

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

Assignment of Leases and Rents. Grantor does (a) As a source of future repayment of the Indebtedness, Mortgagor hereby absolutely and unconditionally assign presently assigns to Beneficiary, Grantor's right, title Mortgagee all Rents (hereinafter defined) and hereby collaterally assigns to Mortgagee all of Mortgagor’s rights in and interest in as landlord under the Leases (subject to the appointment of Mortgagor as agent for Mortgagee and the license granted to Mortgagor as set forth below); together with the immediate and continuing right to collect and receive all current and future of the Rents now due or which may become due or to which Mortgagor may now or shall hereafter (including the period of redemption, if any) become entitled or may demand or claim, arising or issuing from or out of the Leases and Rentsor from or out of the Mortgaged Property or any part thereof. It is the intention hereby to establish a ▇▇▇▇▇▇, it being intended by Grantor that this assignment constitutes a present, absolute transfer and assignment of the Rents now due to or which may become due to Mortgagee and not an assignment for additional merely the granting of a security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to interest. (b) Notwithstanding the performance foregoing, Mortgagee hereby (i) appoints Mortgagor as the agent of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license Mortgagee to collect and receive all of the Rents and retain, use apply them as set forth herein and enjoy the same (ii) grants to Mortgagor a license to carry out any and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and conditions of the Relevant Documents. Upon an Event of Default, Leases and to manage the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Mortgaged Property, provided that if as hereinafter provided, such Event appointment and license terminable at the sole election of Default ceases to exist, Mortgagee upon the license shall automatically be reinstated. In addition, during the continuation occurrence of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; . (c) demandAs used herein: (i) “Lease” means each existing or future lease, ▇▇▇ for sublease (to the extent of Mortgagor’s rights thereunder) or otherwise collectother agreement under the terms of which any person has or acquires any right to occupy or use the Mortgaged Property, receiveor any part thereof, or interest therein, and enforce each existing or future guaranty of payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceedingperformance thereunder, and defend against all extensions, renewals, modifications and replacements of each such lease, sublease, agreement or guaranty; and (ii) “Rents” means all of the rents, revenue, income, profits and proceeds derived and to be derived from the Mortgaged Property or arising from the use or enjoyment of any claim with respect portion thereof or from any Lease, including, but not limited to, liquidated damages following default under any such Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Mortgaged Property; and/or (f) perform , all of Mortgagor’s rights to recover monetary amounts from any tenant in bankruptcy including, without limitation, rights of recovery for use and occupancy and damage claims arising out of Lease defaults, including rejections, under any applicable law, together with any sums of money that may now or at any time hereafter be or become due and payable to Mortgagor by virtue of any and all obligations royalties, overriding royalties, bonuses, delay rentals and any other amount of Grantor any kind or character arising under the Leases and exercise any and all rights of Grantor therein contained to present and all future oil, gas, mineral and mining leases covering the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shallpart thereof, and hereby agrees all proceeds and other amounts paid or owing to indemnify Beneficiary for, and Mortgagor under or pursuant to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant contracts and bonds relating to the assignment of Rents and Leases contained hereinimprovement, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence construction or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession renovation of the Trust Mortgaged Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.

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

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

Assignment of Leases and Rents. Grantor does hereby absolutely Mortgagor assigns and unconditionally assign grants a security interest to BeneficiaryMortgagee in and to the rents, Grantor's rightroyalties, title revenue, income, issues and interest in profits of the Premises as further security for the payment, of the Indebtedness, and during the continuance of a Default Mortgagor grants to Mortgagee the right to enter the Premises for the purpose of collecting the same and to let the Premises, or any part thereof, and to apply said rents, royalties, revenue, income, issues and profits, after payment of all current necessary charges and future Leases and Rentsexpenses, it being intended by Grantor that this assignment constitutes a present, absolute on account of the Indebtedness. This assignment and not an assignment NY1-497038 EXECUTION grant shall continue in effect until the Indebtedness is fully paid. Mortgagee hereby waives the right to enter the Premises for additional security onlythe purpose of collecting said rents, issues and profits, and Mortgagor shall be entitled to collect, receive and use said rents, issues and profits, until the occurrence and continuance of one or more Defaults. Such assignment During the continuance of any Default, the right of Mortgagor to Beneficiary collect, receive and use said rents, royalties, revenue, income, issues and profits, shall be revoked forthwith. Mortgagor shall, from time to time after request by Mortgagee, execute, acknowledge and deliver to Mortgagee, in form reasonably satisfactory to Mortgagee, separate assignments effectuating the foregoing. Mortgagee shall not be construed obligated to bind Beneficiary perform or discharge any obligation or duty to the performance of be performed or discharged by Mortgagor under any Lease or other agreement affecting all or any part of the covenantsPremises, conditions or provisions contained in and no assignment of any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary other agreement shall have no place the responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for all or any dangerous or defective condition part of the Trust PropertyPremises upon Mortgagee, or nor make Mortgagee liable for any negligence by any Person other than Mortgagee or its directors, officers, agents, employees or servants in the management, operation, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any Premises resulting in injury, death or property damage. In addition, after the occurrence and all obligations of Grantor under during the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment continuance of a receiver Default and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy the giving of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by GrantorMortgagor, Mortgagor will pay monthly in advance to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant Documents, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt to do soMortgagee, or to take any actionreceiver appointed to collect said rents, incur any expenseroyalties, or perform or discharge any obligationrevenue, duty or liability whatsoever under any income, issues and profits, the fair and reasonable rental value for the use and occupancy of the Leases Premises or otherwise. Grantor shallof such part thereof as may be in the possession of Mortgagor, and hereby agrees upon default in any such payment will vacate and surrender the possession thereof to indemnify Beneficiary forMortgagee or to such receiver, and in default thereof may be evicted by summary or other proceedings. Without limiting the generality of any provision of this Paragraph 35, if a proceeding under Title 11 of the United States Code, as in effect from time to hold Beneficiary harmless from and againsttime (the "Bankruptcy Code"), any and all claimsis commenced by or against Mortgagor, liabilitythen, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (aSection 552(b)(2) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageBankruptcy Code, the amount thereofsecurity interest granted by this Mortgage shall automatically extend to all rents, including all actual expenses royalties, revenue, income, issues and reasonable fees profits acquired by Mortgagor after the commencement of attorneysthe case and such rents, royalties, revenue, income, issues and profits shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to cash collateral under Section 363(a) of the prior written approval of Beneficiary, such approval not to be unreasonably withheldBankruptcy Code.

Assignment of Leases and Rents. Grantor does (a) . (a) Mortgagor hereby irrevocably and absolutely grants, transfers and unconditionally assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any other Lease or their respective Rents to Beneficiaryanyone other than Mortgagee. (b) If an Event of Default shall occur and be continuing, Grantor's Mortgagee shall have the right, power and authority to notify any person that the Leases have been assigned to Mortgagee and that all rents and other obligations are to be paid directly to Mortgagee, whether or not Mortgagee has commenced or completed foreclosure or taken possession of the Premises or the Improvements. (c) Without Mortgagee’s prior written consent, which consent shall not be unreasonably withheld or delayed, Mortgagor will not enter into, modify, amend, terminate or consent to the cancellation or surrender of any Lease if (i) such Lease, as entered into, modified or amended will not be subordinate to the lien of this Mortgage or (ii) such Lease and all other Leases affecting the Land or the Improvements demise in the aggregate more than 10% of the gross building area of the Improvements or 10% of the total area of the Land. (d) Subject to Section 1.08(e), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.08(e), an absolute transfer and assignment of all Rents and all Leases to Mortgagee and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment Subject to Beneficiary shall not be construed to bind Beneficiary to the performance Section 1.08(e), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the covenantsMortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, conditions lease or provisions contained let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. (e) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.08(c), and Mortgagor shall have a license to receive and collect, and shall receive and collect, the Rents accruing under any Lease, to enforce the obligations of tenants under the Leases and to exercise all rights and remedies of Landlord under the Leases, and to operate and maintain the Mortgaged Property, subject in each case to compliance with the terms of this Mortgage; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Land, the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any such Lease tenant or otherwise impose any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation upon Beneficiary. Beneficiary or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no responsibility on account right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of this assignment for such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the controlEvent of Default is no longer continuing (such notice to be given by the Mortgagee promptly after the Event of Default is no longer continuing), care, maintenance, management unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or repair any of its successors in interest. (f) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Mortgaged Property. In addition, Mortgagee, except where Mortgagee or Mortgagee’s agents have acted in bad faith, have been grossly negligent or have committed wilful misconduct in relation to any of the following, shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Mortgaged Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Lease, in each case, subject to the terms hereof and of the Relevant Documents. Upon an Event of Default, the license granted to Grantor herein shall immediately and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rents, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own name, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor's rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver and without need for any other authorization or other action by Beneficiary or Grantor. At Beneficiary's request, Grantor shall deliver a copy of this assignment to each tenant under a Lease and to each manager and managing agent or operator of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver to collect the Rents. Any Rents collected after the revocation of the license shall be applied towards the payment of the Obligations. Neither the enforcement of any of the remedies under this Section 8 nor Mortgaged Property or any other remedies act or security interests afforded omission by any other person. (g) Mortgagor shall furnish to Beneficiary under the Relevant DocumentsMortgagee, at law or in equity shall cause Beneficiary to be deemed or construed to be within 30 days after a Beneficiary in possession of the Trust Property, to obligate Beneficiary to lease the Trust Property or attempt request by Mortgagee to do so, or to take any actiona written statement containing the names of all tenants, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any subtenants and concessionaires of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damageLand, the amount thereofPremises or Improvements, including all actual expenses the terms of any Lease, the space occupied and reasonable the rentals or license fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldpayable thereunder.

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

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

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

Assignment of Leases and Rents. Grantor does hereby absolutely (a) The assignment set forth in paragraph (H) of the section of this Mortgage entitled "The Property" ("Paragraph (H)") shall, to the extent permitted by law and unconditionally assign the terms of the leases and other documents related to Beneficiarysuch assignment, Grantor's rightconstitute an absolute and present assignment of the leases, title rents, royalties, issues, profits, revenues, income and interest other benefits described in all current said paragraph, subject, however, to the rights of the Indenture Trustee under the Indenture and future Leases to the conditional permission given to Mortgagor to collect and Rents, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security onlyuse the same as provided in said paragraph. Such Neither the existence nor the exercise of such conditional permission shall subordinate such assignment to Beneficiary any subsequent assignment by Mortgagor, and all such subsequent assignments shall not be construed to bind Beneficiary to the performance of any of the covenants, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management or repair of the Trust Property, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute and deliver to Beneficiary such additional instruments, in form and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms rights of Mortgagee under this paragraph, Beneficiary grants Mortgage. Subject to Grantor a revocable license to collect all the rights of the Rents and retainIndenture Trustee under the Indenture, use and enjoy the same and otherwise exercise all assignment set forth in Paragraph (H) shall be fully operative without any further action by Mortgagor or Mortgagee. Subject to the rights of Grantor the Indenture Trustee under the Indenture, Mortgagee is hereby irrevocably authorized and empowered, at its option, to demand, collect, receive and enforce payment of any Leaseand all such rents, in each caseroyalties, subject to issues, profits, revenues, income and other benefits at any time during the terms hereof and continuance of the Relevant Documents. Upon an any Event of Default, the license granted and to Grantor herein shall immediately give receipts, releases and automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Rentssatisfactions therefor, whether or not Beneficiary enters upon or takes control of the Trust Property, provided that if such Event of Default ceases to exist, the license Mortgagee shall automatically be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either in person or by agent, without bringing any action or proceedinghave taken, or by a receiver appointed by a courtat any time shall take, without the necessity of taking possession of the Trust Property in its own nameLand, and in addition to and without limiting any of Beneficiary's rights and remedies hereunder, under the Notes and Buildings or any other Relevant Documents and as otherwise available at law or in equity, (a) notify any lessee or other person that the Leases have been assigned to Beneficiary and that all Rents are to be paid directly to Beneficiary, whether or not Beneficiary has commenced or completed foreclosure or taken possession part of the Trust Property; (b) settle. Mortgagee is hereby irrevocably authorized to notify all tenants, compromiselicensees, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid occupants and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to the Rents and Leases; (d) enter upon, take possession users of and operate the Trust Property; (e) lease all or any part of the Trust Property; and/or Property of Mortgagee's rights under this Section and under Paragraph (fH). (b) perform Subject to the rights of the Indenture Trustee under the Indenture, Mortgagor hereby grants to Mortgagee the right, at Mortgagee's option at any time after the occurrence of any Event of Default, to take all actions with respect to any and all obligations such rents, royalties, issues, profits, revenues, income and other benefits as are contemplated by Section 2.3 of Grantor this Mortgage. Mortgagor hereby irrevocably authorizes and appoints Mortgagee the agent and attorney-in-fact of Mortgagor, at Mortgagee's option, subject to the rights of the Indenture Trustee under the Leases Indenture, to manage said property and exercise demand, collect, receive and enforce payment of any and all such rents, royalties, issues, profits, revenues, income and other benefits after the occurrence of any Event of Default, to give receipts, releases and satisfactions therefor and to apply such collections in the manner provided in Section 2.3, which appointment shall be deemed to be coupled with an interest. Such assignment, grant and appointment shall continue in effect until all of the Release Conditions have been satisfied. Mortgagor hereby further grants to Mortgagee, subject to the rights of Grantor therein contained the Indenture Trustee under the Indenture, the right (i) to enter upon and take possession of the Property for the purpose of collecting such rents, issues and profits; (ii) to dispossess by the usual summary proceeding any tenant defaulting in the payment thereof to Mortgagee; (iii) to let the Property, or any part thereof; and (iv) to apply said rents, issues and profits, after payment of all necessary charges and expenses, on account of said Secured Obligations. Mortgagor hereby irrevocably consents to the full extent entry upon and taking possession of Grantor's rights the Property by Mortgagee pursuant to such grant and obligations thereunderappointment, with whether or not foreclosure proceedings shall have been commenced and without applying for a receiver. Neither the bringing exercise by Mortgagee of any action rights under this Section or Paragraph (H), nor the appointment application of a receiver and without need for any other authorization such rents, royalties, issues, profits, revenues, income or other action benefits to the Secured Obligations, shall cure or waive any Event of Default or any notice of any Event of Default or invalidate any such notice or any act done pursuant to this Mortgage or pursuant to any such notice. (c) Upon request by Beneficiary or Grantor. At Beneficiary's requestMortgagee, Grantor Mortgagor shall deliver a copy of this confirm its assignment to each tenant under the extent provided above to Mortgagee, as additional security for the Secured Obligations, by a Lease written document approved by Mortgagee, of all right, title and interest of Mortgagor in and to each manager any and managing agent all leases now or operator of the Trust Property. Grantor irrevocably directs hereafter affecting all or any tenant, manager, managing agent, or operator part of the Property, without together with any requirement and all guaranties and security of, for notice or otherwise relating to such leases and all rent and other money payable or consent by Grantoraccruing under or in connection with such leases, subject to comply with all demands of Beneficiary under this Section 8 and to turn over to Beneficiary on demand all Rents which it receives. Grantor hereby acknowledges and agrees that payment of any Rents by a person to Beneficiary as hereinabove provided shall constitute payment by such person, as fully and with the same effect as if such Rents had been paid to Grantor. Beneficiary is hereby granted and assigned by Grantor the right, at its option, upon revocation rights of the license granted herein, Indenture Trustee under the Indenture and the conditional permission given to enter upon the Trust Property in person or by agent, without bringing any action or proceeding, or by court-appointed receiver Mortgagor to collect and use the Rents. Any Rents collected after rents, royalties, issues, profits, revenues, income and other benefits arising under such leases as provided above. (d) Nothing herein contained shall be construed as constituting Mortgagee a mortgagee in possession in the revocation absence of the license taking of actual possession of the Property by Mortgagee pursuant to the terms hereof. Nothing contained in this Mortgage shall be applied towards the payment of the Obligations. Neither the enforcement of construed as imposing on Mortgagee any of the remedies obligations of the lessor under any lease of the Property in the absence of an explicit assumption thereof by Mortgagee. If, in the exercise of the powers herein granted to Mortgagee, liability shall be asserted or enforced against Mortgagee, all such liability is expressly waived and released by Mortgagor. (e) Although it is the intention of the parties that the assignment contained in this Section 8 nor shall be a present absolute assignment, subject to the rights of the Indenture Trustee under the Indenture and to the extent permitted by law and the terms of the leases and any other remedies or security interests afforded documents related to Beneficiary under such assignment, it is expressly understood and agreed, anything herein contained to the Relevant Documentscontrary notwithstanding, at law or in equity that Mortgagee shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession not exercise any of the Trust Property, to obligate Beneficiary to lease the Trust Property rights or attempt to do so, powers conferred upon it by this Section unless and until an Event of Default shall have occurred hereunder or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. Grantor shall, and hereby agrees to indemnify Beneficiary for, and to hold Beneficiary harmless from and against, any and all claims, liability, expenses, losses or damages which may or might be asserted against or incurred by Beneficiary solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim (a) to the extent caused by Beneficiary's gross negligence or willful misconduct, or (b) to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheldLoan Documents.