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 (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 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 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 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 To further secure the Obligations, Master Tenant hereby grants a security interest and pledges to Secured Party all of Master Tenant's rights, title and interest in, to and under the Sublease and Other Subleases, and any other leases affecting the Healthcare Facility (collectively, the Sublease, Other Subleases, and such other leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. This Agreement creates and perfects a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Agreement; provided, however, that to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement, nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Master Tenant absolutely and unconditionally assign assigns and transfers to BeneficiarySecured Party all of Master ▇▇▇▇▇▇'s rights, Grantor's title and interest in and to the rents, payments, and other benefits derived due to Master Tenant pursuant to the Leases (“Rents”). It is the intention of Master ▇▇▇▇▇▇ to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’s right, title and interest in all current and future Leases to the Rents. Master ▇▇▇▇▇▇ and Rents, it being intended by Grantor that Secured Party intend this assignment constitutes a present, of the Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. Such For purposes of this absolute assignment, the term “Rents” shall not be deemed to include Government Payments to the extent and for so long as assignment of such payments or receivables is prohibited by applicable law. For purposes of giving effect to Beneficiary this absolute assignment of the Rents, and for no other purpose, the Rents shall not be deemed to be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Rents is not enforceable by its terms under the laws of the applicable jurisdictions, then the Rents (including the Government Payments to the maximum extent now or hereafter permitted by applicable law) shall be included as a part of the Collateral and it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Rents in favor of Secured Party, which lien shall be effective as of the date of this Agreement. Provided, however, to the extent Master Tenant may have granted an assignment or security interest to Secured Party in any of the Other Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Agreement (to the fullest extent permitted by applicable law with respect to the Healthcare Assets), nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, affect the priority, or otherwise affect any such assignment or grant of security interest. Notwithstanding anything contained in Paragraphs (a) and (b) above, Master Tenant shall have the right, power and authority to collect Rents as such rights are limited or affected by the terms of the Loan Documents, Master Lease Documents, and “Program Obligations” (as defined in the Security Instrument). Upon the occurrence and continuance of an Event of Default and notice by the Secured Party, subject to applicable law with respect to Government Payments and Accounts, the permission given to Master Tenant pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall terminate and Secured Party may exercise its rights, power and authority under the Leases, in whole or in part, as specified by Secured Party in its notice (subject to Secured Party taking such enforcement action as may be required by applicable law as a condition for enforcement of an assignment of rents or leases). Master ▇▇▇▇▇▇ agrees to comply with and observe Master ▇▇▇▇▇▇'s obligations under all Leases, including Master ▇▇▇▇▇▇'s obligations, if any, pertaining to the maintenance and disposition of security deposits, both before and after any such termination of the Master Tenant’s rights. Master ▇▇▇▇▇▇ acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this Agreement shall not be construed to bind Beneficiary make Secured Party a mortgagee-in-possession of the Healthcare Facility so long as, and to the performance extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases and Rents shall not at any time or in any event obligate Secured Party to take any action under this Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a mortgagee-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the covenantsterms, covenants and conditions or provisions contained in any such Lease (or otherwise impose have any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Leases or the Healthcare Facility; or (3) be responsible for the operation, control, care, maintenance, management or repair of the Trust Property, for Healthcare Facility or any dangerous or defective condition portion of the Trust PropertyHealthcare Facility. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, or for any negligence in the managementcontrol, upkeepcare, management and repair or control of the Trust Property. Grantor agrees Healthcare Facility is and shall be that of Master Tenant, prior to execute such actual entry 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 taking 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 Documentspossession. Upon an Event delivery of Default, notice by Secured Party to Master Tenant of Secured Party's exercise of Secured Party's rights under this Agreement at any time after 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, and without the necessity of Secured Party entering upon and taking possession and maintaining control of the Trust Property in its own nameHealthcare Facility directly, and in addition to and without limiting any of Beneficiary's rights and remedies hereunderby a receiver, under the Notes and or by any other Relevant Documents and as otherwise available at law manner or in equity, (a) notify any lessee or other person that proceeding permitted by 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 laws of the Trust Property; (b) settleapplicable jurisdiction, compromiseSecured Party immediately shall have all rights, release, extend the time of payment of, powers and make allowances, adjustments and discounts of authority granted to Master Tenant under any Rents or other obligations in, to and under the Leases; (c) demand, ▇▇▇ for or otherwise collect, receive, and enforce payment of RentsLease, 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 power and authority to modify the terms of the license granted herein, to enter upon the Trust Property in person or by agent, without bringing any action or proceedingsuch Lease, 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 extend 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 terminate 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) 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 (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. (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. (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. The Trustor hereby absolutely and unconditionally assign irrevocably assigns to Beneficiary, Grantor's right, title and interest in all current and future the Beneficiary the Leases and Rents. The Beneficiary authorizes the Trustor, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment prior to Beneficiary shall not be construed to bind Beneficiary to any default in the payment of any indebtedness secured hereby or in the performance of any covenant or obligation b. The Trustor agrees that it will not amend, modify, change or waive, or consent to any amendment, modification, change or waiver of, any term or provision 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 Leases without the control, care, maintenance, management or repair prior written consent of the Trust PropertyBeneficiary. c. The Trustor agrees that it will take all steps and do all things necessary to keep and maintain the Leases in full force and effect and will enforce or cause to be enforced all and singular the provisions thereof, for and bring and prosecute or cause to be prosecuted any dangerous or defective condition of the Trust Propertyand all suits, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees actions and proceedings necessary 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 enforce compliance with all of the Rents terms, provisions and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Leasecovenants thereof. If, in each casethe reasonable opinion of the Beneficiary, subject the Trustor has failed, or is about to fail, to take suitable action to enforce the Leases or any guaranty thereof or to first preserve any rights or remedies thereunder, the Beneficiary, after giving five (5) days' written notice to the terms hereof and of the Relevant Documents. Upon an Event of DefaultTrustor, 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 agentbut is not required to, without bringing any take such action or proceedingas it shall deem appropriate, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own namename or in the name of the Trustor for the use and benefit of the Beneficiary, to enforce the Leases and to preserve any rights or remedies thereunder, and all costs and expenses incurred by the Beneficiary in addition to taking any such action shall be payable on demand 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 shall constitute 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 withheldindebtedness hereunder.

Assignment of Leases and Rents. Grantor does a. The Trustor hereby absolutely and unconditionally assign irrevocably assigns to Beneficiary, Grantor's right, title and interest in all current and future the Beneficiary the Leases and Rents. The Beneficiary authorizes the Trustor, it being intended by Grantor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment prior to Beneficiary shall not be construed to bind Beneficiary to any default in the payment of any indebtedness secured hereby or in the performance of any covenant or obligation contained herein or otherwise secured hereby, to collect and use all such Rents as they become due and payable and to exercise all rights under the Leases if not otherwise restricted under the Collateralized Note Indenture. The foregoing assignment shall not impose upon the Beneficiary any duty to produce Rents from the Property or cause the Beneficiary to be a "mortgagee in possession" for any purpose. b. The Trustor agrees that it will not amend, modify, change or waive, or consent to any amendment, modification, change or waiver of, any term or provision 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 Leases without the control, care, maintenance, management or repair prior written consent of the Trust PropertyBeneficiary. c. The Trustor agrees that it will take all steps and do all things necessary to keep and maintain the Leases in full force and effect and will enforce or cause to be enforced all and singular the provisions thereof, for and bring and prosecute or cause to be prosecuted any dangerous or defective condition of the Trust Propertyand all suits, or for any negligence in the management, upkeep, repair or control of the Trust Property. Grantor agrees actions and proceedings necessary 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 enforce compliance with all of the Rents terms, provisions and retain, use and enjoy the same and otherwise exercise all rights of Grantor under any Leasecovenants thereof. If, in each casethe reasonable opinion of the Beneficiary, subject the Trustor has failed, or is about to fail, to take suitable action to enforce the Leases or any guaranty thereof or to first preserve any rights or remedies thereunder, the Beneficiary, after giving five (5) days' written notice to the terms hereof and of the Relevant Documents. Upon an Event of DefaultTrustor, 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 agentbut is not required to, without bringing any take such action or proceedingas it shall deem appropriate, or by a receiver appointed by a court, without the necessity of taking possession of the Trust Property in its own namename or in the name of the Trustor for the use and benefit of the Beneficiary, to enforce the Leases and to preserve any rights or remedies thereunder, and all costs and expenses incurred by the Beneficiary in addition to taking any such action shall be payable on demand 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 shall constitute 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 withheldindebtedness hereunder.

Assignment of Leases and Rents. Grantor does hereby absolutely and unconditionally assign to Beneficiary, all of 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 operate and manage the Property and to collect the Rents. Grantor 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 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 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 (a) Any provisions of this Section 20 shall be: (i) subject to the rights of any Eligible AR Lender, and (ii) granted to the fullest extent permitted by applicable law with respect to any Healthcare Assets. (b) OperatorDebtor absolutely and unconditionally assign assigns and transfers to BeneficiarySecured Party all of Operator'sDebtor's rights, Grantortitle and interest in, to and under any leases or residential agreements by and between OperatorDebtor and any resident in the Healthcare Facility (collectively referred to herein as the “Leases” and any one individually as a “Lease”), including Operator'sDebtor's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. It is the intention of OperatorDebtor to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Operator’sDebtor’s right, title and interest in all current in, to and future Leases under the Leases. OperatorDebtor and Rents, it being intended by Grantor that Secured Party intend this assignment constitutes a present, of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. Such For purposes of giving effect to this absolute assignment of the Leases, and for no other purpose, the Leases shall not be deemed to Beneficiary be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the applicable jurisdiction, then the Leases shall be included as a part of the collateral and it is the intention of OperatorDebtor that in this circumstance this Security Agreement create and perfect a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement. (c) Until Secured Party gives Notice to OperatorDebtor of Secured Party's exercise of its rights under this assignment, OperatorDebtor shall have all rights, power and authority granted to OperatorDebtor under any Lease (except as otherwise limited by this Section or any other provision of this Security Agreement19), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Loan Documents and Program Obligations. Upon the occurrence of an Event of Default, the permission given to OperatorDebtor pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall automatically terminate. OperatorDebtor agrees to comply with and observe Operator'sDebtor's obligations under all Leases, including Operator'sDebtor's obligations, if any, pertaining to the maintenance and disposition of security deposits, both prior to and after any such termination of the Operator’sDebtor’s rights. (d) OperatorDebtor acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this assignment shall not be construed to bind Beneficiary make Secured Party a lender-in-possession of the Healthcare Facility so long as, and to the performance extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of the Healthcare Facility. The acceptance by Secured Party of the assignment of the Leases shall not at any time or in any event obligate Secured Party to take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Healthcare Facility unless Secured Party is a lender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Healthcare Facility, Secured Party shall not (1) be obligated to perform any of the covenantsterms, covenants and conditions or provisions contained in any such Lease (or otherwise have any obligation with respect to any Lease); (2) be obligated to appear in or defend any action or proceeding relating to the Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment the Healthcare Facility; or (3) be responsible for the operation, control, care, maintenance, management or repair of the Trust Property, for Healthcare Facility or any dangerous or defective condition portion of the Trust PropertyHealthcare Facility. The execution of this Security Agreement by OperatorDebtor shall constitute conclusive evidence that all responsibility for the operation, or for any negligence in the managementcontrol, upkeepcare, management and 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.Healthcare

Assignment of Leases and Rents. Grantor does The Lessee hereby absolutely irrevocably assigns, conveys, transfers and unconditionally assign to Beneficiarysets over unto the Lessor (subject, Grantor's righthowever, 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 Master Lease and the rights of the covenantsLessee thereunder and hereunder) all and every part of the rents, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility issues and profits that may from time to time become due and payable on account of this assignment for any and all subleases or other occupancy agreements now existing, or that may hereafter come into existence with respect to the controlLeased Properties or any part thereof, care, maintenance, management including any guaranties of such subleases or repair other occupancy agreements. Upon request of the Trust PropertyLessor, for the Lessee shall execute and cause to be recorded, at its expense, supplemental or additional assignments of any dangerous subleases or defective condition other occupancy agreements, 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 DocumentsLeased Properties. Upon an the occurrence and continuance of a Event of Default, the license granted to Grantor herein shall immediately Lessor is hereby fully authorized 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 empowered in its own name, and discretion (in addition to all other powers and without limiting rights herein granted), to apply for and collect and receive all such rents, issues and profits and to enforce any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law guaranty 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 ofguaranties, and make allowances, adjustments all money so received under 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 virtue 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 held and applied towards as further security for the payment of the Obligations. Neither indebtedness secured hereby and to assure the enforcement performance by the Lessee of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary its covenants, agreements and obligations 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 otherwiseMaster Lease. 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 PropertyA POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. 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 withheldA POWER OF SALE MAY ALLOW THE LESSOR TO TAKE THE SECURITY PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT BY THE LESSEE.

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 payment and performance of any in full 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 Secured Obligations 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 provisions of Article V hereof, the Grantor absolutely, presently, unconditionally and irrevocably assigns, transfers and sets over to the Beneficiary, and grants to the Beneficiary, all of the Grantor’s estate, right, title, interest, claim and demand, as Landlord, under any and all of the Leases including, without limitation, the following (such assigned rights, the “Grantor’s Interest”): (i) the immediate and continuing right to receive and collect Rents payable by the Tenants pursuant to the Leases; (ii) all claims, rights, powers, privileges and remedies of the Grantor, whether provided for in the Leases or arising by statute or at law or in equity or otherwise, consequent on any failure on the part of the Tenants to perform or comply with any term of the Leases; (iii) all rights to take all actions upon the happening of a default under the Leases as shall be permitted by the Leases or by law including, without limitation, the commencement, conduct and consummation of proceedings at law or in equity; and (iv) the full power and authority, in the name of the Grantor or otherwise, to enforce, collect, receive and receipt for any and all of the foregoing and to take all other actions whatsoever which the Grantor, as Landlord, is or may be entitled to take under the Leases. (v) Notwithstanding that this paragraphAgreement is an absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the Rents and Leases, Beneficiary grants to Grantor a revocable license to collect all of and receive the Rents and to retain, use and enjoy such Rents and to otherwise have 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 Leases as granted Grantor in this Section 2.2. Such license may only be revoked by Beneficiary 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 the appointment Event 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 withheldDefault.

Assignment of Leases and Rents. Section 5.1 In furtherance of and in addition to the assignment made by Grantor does herein, Grantor hereby absolutely and unconditionally assign assigns, sells, transfers and conveys to Beneficiary, Grantor's Beneficiary all of its right, title and interest in and to all current Leases, whether now existing or hereafter entered into, and future Leases all of its right, title and interest in and to all Rents, it being intended by Grantor that this . This assignment constitutes a present, is an absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary So long as no Event of Default shall not have occurred and be construed to bind continuing, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents for use in the payment and performance of any of the covenants, conditions or provisions contained in any such Lease or Indebtedness and to otherwise impose any obligation upon Beneficiaryuse the same. 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, The foregoing license is granted 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 conditional limitation that if such no Event of Default ceases to exist, shall have occurred and be continuing. Upon the license shall automatically be reinstated. In addition, occurrence and during the continuation continuance of an Event of Default, Beneficiary maywhether or not legal proceedings have commenced, either in person and without regard to adequacy of security for the Indebtedness or by agentsolvency of Grantor, the license herein granted shall automatically expire and terminate, without bringing notice by Beneficiary (any action or proceedingsuch notice being hereby expressly waived by Grantor). Section 5.2 Grantor acknowledges that upon recordation of this Deed of Trust, or by Beneficiary shall have, to the extent permitted under applicable law, a receiver valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Encumbrances and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary’s interest in the Rents shall be deemed to be fully perfected, “▇▇▇▇▇▇” and enforced as to Grantor and all third parties, including, without limitation, any subsequently appointed by a courttrustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), 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 commencing a 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 this Deed of Trust, making formal demand for the Rents and Leases; (d) enter uponRents, 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 obtaining the appointment of a receiver and without need for or taking 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 affirmative action. Section 5.3 Without limitation of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator absolute nature 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 the Rents hereunder, Grantor and Leases contained herein, but excluding any claim Beneficiary agree that (a) to this Deed of Trust shall constitute a “security agreement” for purposes of Section 552(b) of the extent caused by Beneficiary's gross negligence or willful misconductBankruptcy Code, or (b) the security interest created by this Deed of Trust extends to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession Property acquired before the commencement of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including a case in bankruptcy and to all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured herebyamounts paid as Rents, and Grantor (c) such security interest shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that extend to all Leases shall be subject to Rents acquired by the prior written approval estate after the commencement of Beneficiary, such approval not to be unreasonably withheldany case in bankruptcy.

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. (a) Grantor does 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 Grantor of the Senior 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 Beneficiary. (b) Without Beneficiary's prior written consent, which shall not be unreasonably withheld or delayed, Grantor will not enter into, modify, amend, terminate or consent to the cancelation or surrender of any Lease. (c) Subject to Section 1.08(d), Grantor has assigned and transferred to 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 Trustee for the benefit of the Beneficiary and not merely to grant a security interest therein. Subject to Section 1.08(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 1.08(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 within 45 days after a request by Beneficiary has commenced or completed foreclosure or taken possession to do so (but no more frequently than twice annually), a written statement containing the names of all tenants, subtenants and concessionaires of the Trust Property; (b) settlePremises or Improvements, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts terms 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 damageLease, the amount thereof, including all actual expenses 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. (a) Grantor does hereby irrevocably and absolutely grants, transfers and unconditionally assigns to the 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 Obligations. Grantor 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 the Beneficiary. (b) All Leases hereafter entered into by Grantor shall be subordinate to the lien of this Amended and Restated Deed of Trust. Unless otherwise permitted under the Credit Agreement, Grantor 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 Amended and Restated Deed of Trust. (c) Subject to Section 1.07(d), Grantor has assigned and transferred to the Beneficiary all of Grantor's ’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 1.07(d), an absolute transfer and assignment of all Rents and all Leases to the Beneficiary and not merely to grant a security interest therein. Subject to Section 1.07(d), the Beneficiary may in Grantor’s name and stead (with or without first taking possession of any of the Property personally or by receiver as provided herein) operate the Property and rent, lease or let all or any portion of any of the Property to any party or parties at such rental and upon such terms as the 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, the Beneficiary will not exercise any of its rights under Section 1.07(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, the 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 the Beneficiary to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to the 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 the Beneficiary. Each tenant or any of such tenant’s successors in interest from whom the Beneficiary or any officer, agent, attorney or employee of the 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 the Beneficiary that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by the Beneficiary to such tenant or any of its successors in interest. For the avoidance of doubt, upon the cessation of any Event of Default, Grantor’s rights to receive and collect all Rents shall automatically be reinstated without any further act or instrument by or from the Beneficiary. (e) The Beneficiary will not become a “mortgagee in possession” so long as it does not enter or take actual possession of the Property. In addition, neither the Trustee nor the Beneficiary shall not be construed to bind Beneficiary to the performance of responsible or liable for performing 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 obligations of the Trust Propertylandlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any 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 Property or any other remedies act 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 omission by 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 withheldother person.

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 a. Neither the 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 assignment to Beneficiary shall not be construed to bind Beneficiary to the performance Rents set forth above nor any other provision of any of the covenantsLoan Documents shall impose upon Beneficiary any duty to produce rents from the Property or cause Beneficiary to be (i) a "mortgagee in possession" for any purpose, conditions or provisions contained in (ii) responsible for performing any such of the obligations of the lessor under any Lease or otherwise impose (iii) responsible or liable for any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this assignment for the control, care, maintenance, management waste by any lessees or repair of the Trust Propertyany other parties, for any dangerous or defective condition of the Trust Property, or for any negligence in the management, upkeep, repair or control of the Property or for any other act or omission by any other person. The foregoing assignment is an absolute assignment and not an assignment for security only and Beneficiary's right to rents, issues and profits is not contingent upon its possession of the Property. b. Trustor irrevocably appoints Beneficiary as its true and lawful attorney-in-fact, at the option of Beneficiary, at any time and from time to time after revocation by Beneficiary of Trustor's authority to collect the Rents, to demand, receive and enforce payment, to give receipts, releases and satisfactions and to ▇▇▇, in the name of Trustor or Beneficiary, for all such Leases and Rents and apply the same to the Secured Obligations; provided, however, Beneficiary confers upon Trustor the authority to collect and retain the Rents as they become due and payable, subject, however, to the right of Beneficiary to revoke said authority at any time after the occurrence of an "Event of Default," as hereafter defined, and without taking possession of all or any part of the Property. c. Except with Beneficiary's prior written consent (which consent shall not be unreasonably withheld or delayed) or as otherwise permitted by any provision of the Credit Agreement, Trustor shall not (i) enter into any Lease after the date of this Deed of Trust Property(other than a contemplated Lease of approximately one acre of the Land, the proposed terms of which have been disclosed to the Beneficiary), (ii) execute any other assignment relating to any of the Leases and Rents, (iii) terminate any Lease or in any manner release or discharge the parties obligated thereunder (except as a result of a default by tenant thereunder), (iv) accept any deposit or prepayment of rental in excess of one (1) month in advance, or (v) consent to any material modification or amendment to any Lease. Grantor agrees Beneficiary at any time may require that all prepayments and copies of all Leases be delivered to execute and deliver Beneficiary. Trustor shall (i) fulfill or perform each covenant of each Lease to be fulfilled or performed by the lessor thereunder, (ii) give prompt written notice to Beneficiary of any written notice of Event of Default by the lessor or the lessee thereunder received by Trustor, together with a complete copy of any such additional instrumentsnotice, and (iii) enforce the performance or observance of each and every covenant and condition thereof by the lessee thereunder to be performed or observed. d. Trustor shall furnish to Beneficiary, within thirty (30) days after a request by Beneficiary, a written statement containing the names of all lessees of the Property, the terms of their respective Leases, the spaces occupied and the rentals payable thereunder and a copy of each Lease. e. All Leases shall provide for the subordination, in form and substance satisfactory to Beneficiary, as may hereafter be requested by of such Leases to this Deed of Trust and all extensions, renewals and modifications thereof. Beneficiary to further evidence and confirm such assignment. Neverthelessshall have the option, subject to the terms of this paragraphits reasonable discretion, Beneficiary grants to Grantor execute a revocable license nondisturbance and attornment agreement with respect 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 or not Beneficiary enters upon or takes control of the Trust Property, provided that if Leases which provide for such Event of Default ceases to exist, the license shall automatically be reinstatedsubordination. In addition, during each Lease shall provide that, in 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 event of the Trust Property in its own name, and in addition to and without limiting any enforcement by Trustee or Beneficiary of Beneficiary's rights and the remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available provided at law or in equityby this Deed of Trust, (a) notify any each 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 shall, if requested by Beneficiary as a result of such enforcement, automatically become the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator lessee of the PropertyBeneficiary, without any requirement for notice to change in the terms or consent other provisions of the respective Lease; provided, Beneficiary shall not be (i) bound 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 any payment of rent or other sum more than one (1) month in advance, (ii) bound by 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 material amendment 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 modification to the assignment of Rents and Leases contained herein, but excluding any claim (a) to respective Lease made without 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 consent of Beneficiary, (iii) liable for damages or any act or omission of any prior lessor or (iv) subject to any offsets or defenses which such approval not to be unreasonably withheldlessee might have against any prior lessor.

Assignment of Leases and Rents. (a) The Grantor does hereby irrevocably and absolutely grants, transfers and unconditionally assigns to the Beneficiary all of its right, title and interest in and to all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by the Grantor of the Obligations. The Grantor 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 Trustee for the benefit of the Beneficiary. (b) Without the Beneficiary's prior written consent, the Grantor will not (i) modify, amend, terminate or consent to the cancellation 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 Secured Parties, the value of the Trust 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 Trust Property, except, in each case, as may be permitted by this Mortgage or the Credit Agreement. (c) Subject to Section 1.9(d) below, the Grantor has assigned and transferred to the Beneficiary all of the Grantor's right, title and interest in all current and future Leases and Rentsto the Rents now or hereafter arising, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.9(d) below, an absolute transfer and assignment of all Rents and all Leases to the Beneficiary and not an assignment for additional merely to grant a security onlyinterest therein. Such assignment The Grantor shall have the license and right, subject to automatic revocation as provided in Section 1.9(d) below, to operate and rent, lease or let all or any portion of the Trust Property and to collect, but not more than one month prior to accrual, all of the Rents. As provided in Section 1.9(d) below, the license granted by this Section 1.9(c) is subject to automatic revocation and thereafter the Beneficiary shall not be construed to bind Beneficiary to may, in the performance 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 parties at such rental and upon such terms as 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 instrumentsshall, in form its sole discretion, determine, and substance satisfactory to Beneficiarymay 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 and is continuing, as may hereafter the license granted under Section 1.9(c) above shall be requested by effective and the Beneficiary to further evidence shall not exercise any of its rights under Section 1.9(c) above, and confirm such assignment. Nevertheless, subject the Grantor shall receive and collect the Rents accruing under any Lease pursuant to the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all granted therein; but upon the occurrence 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.under

Assignment of Leases and Rents. Grantor does hereby absolutely Trustor acknowledges and unconditionally assign confirms that, as additional collateral security for the payment of the indebtedness secured hereby, and cumulative of any and all rights and remedies herein provided, it has executed and delivered to Beneficiary, Grantor's right, title and interest in all current and future Beneficiary an Assignment of Leases and RentsRents of even date herewith (the “Assignment”), it being intended by Grantor that this assignment constitutes intending such Assignment to create 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 all current or future leases of all or any portion of the covenantsProperty and Rents and Profits. It is agreed that, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility on account of this notwithstanding that the Assignment provides for a present, absolute and executed 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 Profits and of the Relevant DocumentsLeases, Trustor is hereby permitted, at the sufferance of Beneficiary and at its discretion, and is hereby granted a license by Beneficiary, to retain possession of the Leases and to retain the Rents and Profits that are delivered to Trustor pursuant to the Cash Management Agreements unless and until the occurrence of a Sweep Event (as defined in the Cash Management Agreements). 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 (as hereinafter defined), the aforementioned license granted to Trustor shall automatically terminate without notice to Trustor, and Beneficiary may, either in person or by agentmay thereafter, 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 nameProperty, 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 take possession of the Leases and collect and retain the Rents and Profits in accordance with the terms and conditions of the Cash Management Agreements, the Assignment and the other Loan Documents. Upon the occurrence of an Event of Default under this Deed of Trust, Beneficiary shall be entitled to exercise any or all of the remedies provided in this Deed of Trust Property; (b) settleand in the Assignment, compromiseincluding, releasewithout limitation, extend the time appointment of payment of, a receiver. The Assignment shall continue in full force and make allowances, adjustments and discounts effect during any period of any Rents foreclosure 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 redemption 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) Subject to this Section 9, Trustor hereby irrevocably and absolutely grants, transfers and unconditionally assigns to Beneficiary a security interest in 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 other Lease or their respective Rents to anyone other than Beneficiary, Grantor's in each case, except as permitted by the Credit Agreement. (b) Without Beneficiary’s prior written consent, Trustor will not (i) enter into any Lease, (ii) modify or amend any Lease to the extent such modification or amendment would materially impair Beneficiary’s interest therein as determined by Lender in its sole discretion (“Material Lease Amendment”), or (iii) terminate or consent to the cancellation, surrender or assignment of any Lease consented to by Beneficiary. Any Lease or any Material Lease Amendment, termination, assignment or other transfer of any Lease entered into without the express written consent of Beneficiary shall be null and void. Trustor shall provide Beneficiary a copy of any proposed Lease or Lease modification or amendment at least ten (10) days prior to the time such Lease or Lease amendment or modification becoming effective. (c) Subject to Section 9(d), Trustor has assigned and transferred to Beneficiary 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 present, establishes an absolute transfer and assignment of all Rents and not an assignment for additional security only. Such assignment all Leases to Beneficiary shall and is not be construed merely a grant of a security interest therein. Subject to bind Section 9(d), Beneficiary to the performance may in Trustor’s name and stead (with or without first taking possession of any of the covenantsProperty personally or by receiver as provided herein) operate the Property and rent, conditions lease or provisions contained let all or any portion of any of the Property to any party or parties at such rental and upon such terms as Beneficiary shall, in its sole reasonable 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 beyond any applicable grace or cure periods, Beneficiary will not exercise any of its rights under Section 9(c), and Trustor shall have a revocable license to receive and collect the Rents accruing under any Lease provided Trustor will perform all of its obligations as lessor or otherwise under all of the Leases now or hereafter assigned to Beneficiary; but after the happening and during the continuance of any Event of Default beyond any applicable grace or cure periods, Beneficiary may, at its option, receive and collect all Rents and enter upon the Property through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Trustor authorizes Beneficiary to give notice at any time of the assignment under this Section 9 (as well as notice of Beneficiary’s other rights under this Deed of Trust or any of the other Credit Documents which may have an impact upon, or otherwise be relevant to, a Lease) to any tenant or other party under any Lease, and to any successor of such a tenant or other party. Trustor hereby irrevocably authorizes and directs each tenant or other party, if any, and each successor, if any, to the interest of any tenant or other party 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 other party or any successors in interest, and thereafter 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 Trustor, who shall have no right or claim against any such tenant or other party or successor in interest for any such Rents so paid to Beneficiary. Each tenant or other party or any 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 other party 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 other party 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, except to the extent Beneficiary or any of its agents or representatives agrees in writing to assume responsibility therefor or to the extent of its gross negligence or willful misconduct, shall not be responsible or liable for performing any of the obligations of the landlord or otherwise under any Lease, for any waste by any tenant, or others, for any dangerous or defective condition conditions of any of the Trust Property, or for any negligence in the management, upkeep, repair or control of any of the Trust PropertyProperty or any other act or omission by any other person and provided, further, that Beneficiary shall have no obligation to any tenant under any Lease with respect to any Rents unless and until Beneficiary comes into actual possession and accepts control of Rents and provides notice of the same to such tenant. Grantor agrees Beneficiary shall not be deemed to execute and deliver to have received any Rents until actually received by Beneficiary at the place for payment of the Secured Obligations or at such additional instruments, other place for payment as Beneficiary may designate in form and substance satisfactory writing. (f) Trustor shall furnish to Beneficiary, as may hereafter be requested within 30 days after a request by Beneficiary to further evidence do so, a written statement containing the names of all tenants, subtenants and confirm such assignment. Neverthelessconcessionaires of the Property or Improvements, 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 casethe space occupied and the rentals, license fees or other amounts payable thereunder. (g) All Leases entered into after the date of this Deed of Trust shall contain (i) provisions pursuant to which tenant agrees that such Lease is subordinate to the lien of this Deed of Trust and that the tenant will attorn to the purchaser of the Property following a foreclosure of the same; provided, such attornment is 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 revokedcustomary non-disturbance provisions, and (ii) a provision authorizing the tenant thereunder to pay the Rents to 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 notice 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 other Lease or their respective Rents to Beneficiaryanyone other than Mortgagee. (b) Without Mortgagee's prior written consent, GrantorMortgagor will not (i) modify, amend, terminate or consent to the cancellation or surrender of any Lease if such modification, amendment, termination or consent would, in the reasonable judgment of the Mortgagee, be adverse in any material respect to the interests of the Lenders, the value of the Mortgaged Property or the lien 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 Mortgaged Property. (c) Subject to Section 1.08(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 1.08(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 1.08(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 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 Mortgaged 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 Beneficiary upon such additional instrumentsterms as Mortgagee shall, in form its sole discretion, determine, and substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary to further evidence collect and confirm such assignment. Nevertheless, subject to have the terms benefit of this paragraph, Beneficiary grants to Grantor a revocable license to collect all of the said Rents and retain, use and enjoy the same and otherwise exercise all rights of Grantor 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, in each caseMortgagee will not exercise any of its rights under Section 1.08(c), subject to and Mortgagor shall receive and collect the terms hereof Rents accruing under any Lease; but after the happening and during the continuance of the Relevant Documents. Upon an any 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 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 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 receive and collect all Rents and enter upon the Trust Property in person Premises and Improvements through its officers, agents, employees or by agentattorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, without bringing any action or proceedingif any, or by court-appointed receiver and each successor, if any, 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 interest of any of the remedies tenant under this Section 8 nor any other remedies or security interests afforded to Beneficiary under the Relevant DocumentsLease, at law or in equity shall cause Beneficiary to be deemed or construed to be a Beneficiary in possession of the Trust Propertyrespectively, to obligate Beneficiary to lease the Trust Property or attempt to do so, or to take rely upon any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any notice 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 a claimed Event 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.Default

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 Section 1. 09A of this Security Instrument entitled "Assignment; Discharge of Obligations" is hereby absolutely deleted in its entirety 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 the following is substituted therefor: This Security Instrument constitutes a present, absolute assignment of the Leases and not an assignment for additional security only. Such assignment Rents from Grantor to Beneficiary shall not all as more specifically set forth in the Assignment of Leases and Rents dated the date hereof and intended to be construed recorded herewith. The Leases and Rents are hereby absolutely and irrevocably assigned by Grantor 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 is hereby granted and assigned by Grantor the right to enter the Secured 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 enforcing its right in the management, upkeep, repair or control of the Trust Property. Grantor agrees to execute Leases 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 assignmentRents. Nevertheless, subject to the terms of this paragraphSection 1.09A, Beneficiary grants to Grantor a revocable license to operate and manage the Secured Property and to collect all of the Rents and receive, retain, use and enjoy Rents. At any time during the same and otherwise exercise all rights continuance 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 may be revokedrevoked by Beneficiary, and Beneficiary shall immediately be entitled to possession of all Rentsmay enter upon the Secured Property, whether or not Beneficiary enters upon or takes control and collect, retain and apply the Rents toward payment of the Trust PropertyObligations in accordance with this Security Instrument. Upon the cure of such Event of Default, provided Grantor's license shall be reinstated upon confirmation by Beneficiary that if such Event of Default ceases has been cured. The foregoing assignment shall be fully operative without any further action on the part of either party and the Beneficiary shall be entitled to exist, the license shall automatically be reinstatedLeases and Rents whether or not the Beneficiary takes possession of the Secured Property or any part thereof. In additionaddition to the other rights and remedies set forth herein, during the continuation of if an Event of DefaultDefault occurs, Beneficiary may, either in person may exercise (or by agent, without bringing any action or proceeding, or by a receiver appointed by a court, without cause the necessity of taking possession of the Trust Property in Trustee to exercise) 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 or otherwise provided shall constitute payment by such personunder applicable law (including, 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 rightbut not limited to, at its option, upon revocation under Section 2938 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 withheldCalifornia Civil Code).

Assignment of Leases and Rents. (a) Grantor does hereby irrevocably and absolutely grants, transfers and unconditionally assigns to 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 Obligations. Grantor has not (except for Permitted Encumbrances) 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 to Trustee for the benefit of Beneficiary. (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 to Trustee for the benefit of Beneficiary would, in the reasonable judgment of 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 1.08(d) and to the Permitted Encumbrances, Grantor has assigned and transferred to 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 merely to grant a security interest therein. Subject to Section 1.08(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 1.08(c), and Grantor shall receive and collect the Rents accruing under any Lease; provided, however, that 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 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. Section 5.1 In furtherance of and in addition to the assignment made by Grantor does herein, Grantor hereby absolutely and unconditionally assign assigns, sells, transfers and conveys to Beneficiary, Grantor's Beneficiary all of its right, title and interest in and to all current Leases, whether now existing or hereafter entered into, and future Leases all of its right, title and interest in and to all Rents, it being intended by Grantor that this . This assignment constitutes a present, is an absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary So long as no Event of Default shall not have occurred and be construed to bind continuing, Grantor shall have a revocable license from Beneficiary to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents for use in the payment and performance of any of the covenants, conditions or provisions contained in any such Lease or Indebtedness and to otherwise impose any obligation upon Beneficiaryuse the same. 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, The foregoing license is granted 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 conditional limitation that if such no Event of Default ceases to exist, shall have occurred and be continuing. Upon the license shall automatically be reinstated. In addition, occurrence and during the continuation continuance of an Event of Default, Beneficiary maywhether or not legal proceedings have commenced, either in person and without regard to adequacy of security for the Indebtedness or by agentsolvency of Grantor, the license herein granted shall automatically expire and terminate, without bringing notice by Beneficiary (any action or proceedingsuch notice being hereby expressly waived by Grantor). Section 5.2 Grantor acknowledges that upon recordation of this Deed of Trust, or by Beneficiary shall have, to the extent permitted under applicable law, a receiver valid and fully perfected, second priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Encumbrances and in the case of security deposits, rights of depositors and requirements of law. Grantor acknowledges and agrees that upon recordation of this Deed of Trust, Beneficiary’s interest in the Rents shall be deemed to be fully perfected, “▇▇▇▇▇▇” and enforced as to Grantor and all third parties, including, without limitation, any subsequently appointed by a courttrustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), 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 commencing a 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 this Deed of Trust, making formal demand for the Rents and Leases; (d) enter uponRents, 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 obtaining the appointment of a receiver and without need for or taking 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 affirmative action. Section 5.3 Without limitation of the Trust Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator absolute nature 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 the Rents hereunder, Grantor and Leases contained herein, but excluding any claim Beneficiary agree that (a) to this Deed of Trust shall constitute a “security agreement” for purposes of Section 552(b) of the extent caused by Beneficiary's gross negligence or willful misconductBankruptcy Code, or (b) the security interest created by this Deed of Trust extends to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession Property acquired before the commencement of the Trust Property. Should Beneficiary incur any such claim, liability, expense, loss or damage, the amount thereof, including a case in bankruptcy and to all actual expenses and reasonable fees of attorneys, shall constitute Obligations secured herebyamounts paid as Rents, and Grantor (c) such security interest shall reimburse Beneficiary therefor immediately upon demand. Grantor agrees that extend to all Leases shall be subject to Rents acquired by the prior written approval estate after the commencement of Beneficiary, such approval not to be unreasonably withheldany case in bankruptcy.

Assignment of Leases and Rents. (a) Grantor does 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 Grantor of the Second Priority Debt 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 Beneficiary. (b) Without Beneficiary's prior written consent, which shall not be unreasonably withheld or delayed, Grantor will not enter into, modify, amend, terminate or consent to the cancelation or surrender of any Lease. (c) Subject to Section 1.09(d), Grantor has assigned and transferred to 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 1.09(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 1.09(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 within 45 days after a request by Beneficiary has commenced or completed foreclosure or taken possession to do so (but no more frequently than twice annually), a written statement containing the names of all tenants, subtenants and concessionaires of the Trust Property; (b) settlePremises or Improvements, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts terms 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 damageLease, the amount thereof, including all actual expenses 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 assign assigns to Beneficiary, Grantor's Beneficiary all of its right, title and interest in all current Leases, together with any and future Leases all extensions and Rentsrenewals thereof for purposes of securing and discharging the performance by Trustor of the Secured Obligations. Except as permitted under the Finance Documents, Trustor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Lease or their respective Rents to anyone other than to Beneficiary. (b) Subject to Section 1.09(c), Trustor has assigned and transferred to Beneficiary all of Trustor’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 Trustor, it being intended by Grantor that this assignment constitutes a presentestablish, subject to Section 1.09(c), and to the extent permitted by applicable law, 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(c), 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. (c) So long as an assignment Actionable Default shall not have occurred and be continuing, Beneficiary will not exercise any of its rights under Section 1.09(b), and Trustor shall receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Actionable 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. (d) Beneficiary will not become a mortgagee in possession so long as it does not enter or take actual possession of the Trust Property. Such assignment to 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, (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 omission by 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 and grants a security interest in 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) Without Mortgagee's prior written consent, GrantorMortgagor will not modify, amend, terminate or consent to the cancelation, surrender or assignment of any Lease if such modification, amendment, termination or consent could reasonably be expected to be adverse to the interests of the Secured Parties or the lien created by this Mortgage or have a materially adverse effect on the value of the Mortgaged Property. (c) Subject to Section 1.08(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 1.08(b), 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(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 1.08(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 and otherwise may act in accordance with Section 2.03. 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 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. (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 does hereby (a) Master TenantDebtor absolutely and unconditionally assign assigns and transfers to BeneficiarySecured Party all of Master ▇▇▇▇▇▇'▇▇▇▇▇▇▇'▇ rights, Grantor's title and interest in, to and under the Sublease and Other Subleases (collectively, the Sublease and Other Leases are referred to herein as the “Leases,” and any one individually as a “Lease” and the Healthcare Facility and Other Facilities are referred to herein collectively as the “Facilities”), including Master ▇▇▇▇▇▇'▇▇▇▇▇▇▇'▇ right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. It is the intention of Master TenantDebtor to establish a present, absolute and irrevocable transfer and assignment to Secured Party of all of Master ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ right, title and interest in all current in, to and future Leases under the Leases. Master TenantDebtor and Rents, it being intended by Grantor that Secured Party intend this assignment constitutes a present, of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. Such For purposes of giving effect to this absolute assignment to Beneficiary of the Leases, and for no other purpose, the Leases shall not be construed deemed to bind Beneficiary be a part of the collateral otherwise described in this Agreement. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the applicable jurisdictions, then the Leases shall be included as a part of the collateral and it is the intention of Master TenantDebtor that in this circumstance this Security Agreement create and perfect a lien on the Leases in favor of Secured Party, which lien shall be effective as of the date of this Security Agreement, provided, however, that to the performance of extent Master TenantDebtor may have granted an assignment or security interest to Secured Party in any of the covenantsOther Subleases in connection with any of the Other FHA-insured Loans prior to the execution of this Security Agreement, conditions nothing in this Agreement is intended to nullify, void, amend, modify, delay the effectiveness, effect the priority, or provisions contained in otherwise effect any such Lease assignment or otherwise impose any obligation upon Beneficiary. Beneficiary grant of security interest. (b) Until Secured Party gives Notice to Master TenantDebtor of Secured Party's exercise of its rights under this assignment, Master TenantDebtor shall have no responsibility on account all rights, power and authority granted to Master TenantDebtor under any Lease (except as otherwise limited by this Section or any other provision of this assignment for Security Agreement), including the controlright, 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 power and authority 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 modify the terms of this paragraph, Beneficiary grants to Grantor a revocable license to collect all any Lease or extend or terminate any Lease as such rights are limited or affected by the terms of the Rents Loan Documents 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 DocumentsProgram Obligations. Upon the occurrence of an Event of Default, the license granted permission given to Grantor herein Master TenantDebtor pursuant to the preceding sentence to exercise its rights, power and authority under Leases shall immediately automatically terminate. Master TenantDebtor agrees to comply with and automatically observe Master ▇▇▇▇▇▇'▇▇▇▇▇▇▇'▇ obligations under all Leases, including Master ▇▇▇▇▇▇'▇▇▇▇▇▇▇'▇ obligations, if any, pertaining to the maintenance and disposition of security deposits, both prior to amd after any such termination of the Master Tenant’sDebtor’s rights. (c) Master TenantDebtor acknowledges and agrees that the exercise by Secured Party, either directly or by its designee, of any of the rights conferred under this assignment shall not be revokedconstrued to make Secured Party a lender-in-possession of the Facilities so long as, and Beneficiary shall immediately be entitled to the extent, Secured Party, or an authorized agent of Secured Party, has not entered into actual possession of all Rents, whether or not Beneficiary enters upon or takes control the Facilities. The acceptance by Secured Party of the Trust Property, provided that if such Event assignment of Default ceases the Leases shall not at any time or in any event obligate Secured Party to exist, the license take any action under this Security Agreement or to expend any money or to incur any expenses. Secured Party shall automatically not be reinstated. In addition, during the continuation of an Event of Default, Beneficiary may, either liable in any way for any injury or damage to person or property sustained by agentany person or persons, without bringing any action firm or proceeding, corporation in or by about the Facilities unless Secured Party is a receiver appointed by a court, without the necessity of lender-in-possession. Prior to Secured Party's actual entry into and taking possession of the Trust Property in its own nameFacilities, and in addition Secured Party shall not (1) be obligated to and without limiting perform any of Beneficiary's rights the terms, covenants and remedies hereunder, under the Notes and conditions contained in any other Relevant Documents and as otherwise available at law or in equity, Lease (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 have any action or proceeding, and defend against any claim obligation 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.Lease);

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 Trustor 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 assigns to Beneficiary shall not be construed and 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 Trustee for the controlbenefit of Beneficiary all Leases, caretogether with all Rents payable under the Leases, maintenancenow or at any time hereafter existing, 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, assignment being subject to the terms Prior Deed of this paragraph, Trust and upon the following terms: (a) until receipt from Beneficiary grants to Grantor a revocable license to collect all of notice 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 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 each Lessee may pay rent directly to BeneficiaryTrustor, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settleupon receipt from Beneficiary of notice that an Event of Default exists, compromise, release, extend the time of payment ofeach Lessee shall, and make allowancesis hereby authorized and directed to, adjustments pay directly to Beneficiary or Trustee (as therein specified) all Rent thereafter accruing, and discounts the receipt of any Rents such Rent by Beneficiary or other obligations inTrustee shall be a release of such Lessee to the extent of all amounts so paid, to and under the Leases; (c) demand, ▇▇▇ for Rent so received by Beneficiary or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action Trustee shall be applied by Beneficiary or proceeding, and defend against any claim with respect Trustee first to the Rents expenses, if any, of collection and Leases; then in accordance with Article II hereof, (d) enter uponwithout impairing its rights hereunder, 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 rightTrustee may, at its option, upon revocation of the license granted hereinat any time and from time to time, release 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 Trustor (a) are intended for the benefit of each Lessee and shall never inure to the extent caused by Beneficiary's gross negligence benefit of Trustor or willful misconduct, any person claiming through or (b) under Trustor. It shall never be necessary for Beneficiary or Trustee to institute legal proceedings of any kind whatsoever to enforce the provisions of this Section 3.02. Notwithstanding anything herein to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession contrary, Trustor may collect such Rent until such time as an Event 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, Default 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 withheldoccur hereunder.

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 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 the Trustee for the benefit of Beneficiary. (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 to the Trustee for the benefit of the Beneficiary 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 1.08(d), Grantor has assigned and transferred to 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 merely to grant a security interest therein. Subject to Section 1.08(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 1.08(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 written notice sent by Beneficiary to any such tenant or any of such tenant's successors in interest, and thereafter to pay Rents to Beneficiary. (e) Beneficiary will not become a Beneficiary 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 does Trustor hereby absolutely and unconditionally assign to Beneficiary, Grantor's right, title ------------------------------ irrevocably assigns 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 transfers 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 Subleases and 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 revokednow or hereafter existing, and hereby gives to and confers upon Beneficiary shall immediately be entitled the right, power and authority to possession collect such Rents. Trustor hereby irrevocably appoints Beneficiary its true and lawful attorney-in-fact, at the option 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, at any time following and during the continuation of an Event of Default, to demand, receive and enforce payment, to give receipts, releases and satisfactions and to ▇▇▇, in the name of Trustor or Beneficiary, for all such Rents, and to apply such Rents to the Obligations secured hereby in the manner set forth in Section 2.05 hereof; provided, however, that absent the occurrence and continuance of an Event of Default, Trustor shall have the right to collect, use and enjoy such Rents, but not for more than the current month plus one (1) month in advance unless otherwise approved by Beneficiary. The assignment of the Subleases and Rents in this Article 2 is intended to be an absolute assignment from Trustor to Beneficiary mayand not merely the passing of a security interest. The Subleases and Rents are hereby assigned absolutely by Trustor to Beneficiary contingent only upon the occurrence and continuance of an Event of Default. It is understood and agreed that neither the foregoing assignment of Subleases and Rents to Beneficiary nor Beneficiary's exercise of any of its rights and remedies under this Article 2 or Article 4 hereof shall be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner with respect to the Premises or the use, either occupancy, enjoyment or operation of any portion thereof, unless and until Beneficiary, in person or by agent, without bringing assumes actual possession thereof, nor shall appointment of a receiver for the Premises by any action or proceeding, court at the request of Beneficiary or by a receiver appointed by a court, without agreement with Trustor or the necessity of taking entering into possession of the Trust Property in its own name, and in addition Premises or any part thereof by such receiver be deemed 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 make 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 a "mortgagee-in, to and under the Leases; (c) demand, ▇▇▇ for -possession" or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute responsible or liable in any action or proceeding, and defend against any claim manner with respect to the Rents and Leases; (d) enter uponPremises or the use, take possession of and operate the Trust Property; (e) lease all occupancy, enjoyment 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 operation 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 portion 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 The Lessee hereby absolutely irrevocably assigns, conveys, transfers and unconditionally assign to Beneficiarysets over unto the Lessor (subject, Grantor's righthowever, 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 Master Lease and the rights of the covenantsLessee thereunder and hereunder) all and every part of the rents, conditions or provisions contained in any such Lease or otherwise impose any obligation upon Beneficiary. Beneficiary shall have no responsibility issues and profits that may from time to time become due and payable on account of this assignment for any and all subleases or other occupancy agreements now existing, or that may hereafter come into existence with respect to the controlLeased Properties or any part thereof, care, maintenance, management including any guaranties of such subleases or repair other occupancy agreements. Upon request of the Trust PropertyLessor, for the Lessee shall execute and cause to be recorded, at its expense, supplemental or additional assignments of any dangerous subleases or defective condition other occupancy agreements, 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 DocumentsLeased Properties. Upon an the occurrence and continuance of a Event of Default, the license granted to Grantor herein shall immediately Lessor is hereby fully authorized 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 empowered in its own name, and discretion (in addition to all other powers and without limiting rights herein granted), to apply for and collect and receive all such rents, issues and profits and to enforce any of Beneficiary's rights and remedies hereunder, under the Notes and any other Relevant Documents and as otherwise available at law guaranty 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 ofguaranties, and make allowances, adjustments all money so received under 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 virtue 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 held and applied towards as further security for the payment of the Obligations. Neither indebtedness secured hereby and to assure the enforcement performance by the Lessee of any of the remedies under this Section 8 nor any other remedies or security interests afforded to Beneficiary its covenants, agreements and obligations 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 otherwiseMaster Lease. 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 PropertyA POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. 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 demandA POWER OF SALE MAY ALLOW THE LESSOR TO TAKE THE SECURITY PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT BY THE LESSEE. Grantor agrees that all Leases shall be subject to the prior written approval of Beneficiary, such approval not to be unreasonably withheld.113

Assignment of Leases and Rents. Grantor does Trustor 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 assigns to Beneficiary shall not be construed and to bind Trustee for the benefit of Beneficiary to all Leases, together with all Rents payable under the performance Leases, now or at any time hereafter existing, such assignment being upon the following terms: (a) until receipt from Beneficiary of any notice 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 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 each Lessee may pay rent directly to BeneficiaryTrustor, whether or not Beneficiary has commenced or completed foreclosure or taken possession of the Trust Property; (b) settleupon receipt from Beneficiary of notice that an Event of Default exists, compromise, release, extend the time of payment ofeach Lessee shall, and make allowancesis hereby authorized and directed to, adjustments pay directly to Beneficiary or Trustee (as therein specified) all Rent thereafter accruing, and discounts the receipt of any Rents such Rent by Beneficiary or other obligations inTrustee shall be a release of such Lessee to the extent of all amounts so paid, to and under the Leases; (c) demand, ▇▇▇ for Rent so received by Beneficiary or otherwise collect, receive, and enforce payment of Rents, including those past-due and unpaid and other rights under the Leases, prosecute any action Trustee shall be applied by Beneficiary or proceeding, and defend against any claim with respect Trustee first to the Rents expenses, if any, of collection and Leases; then in accordance with Article II hereof, (d) enter uponwithout impairing its rights hereunder, 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 rightTrustee may, at its option, upon revocation of the license granted hereinat any time and from time to time, release to enter upon the Trust Property in person Trustor Rent so received by Beneficiary or by agent, without bringing any action or proceedingTrustee, or by court-appointed receiver any part thereof, (e) Beneficiary and Trustee shall not be liable for their failure to collect collect, or their failure to exercise diligence in the Rents. Any Rents collected after the revocation of the license collection of, Rent, but shall be applied towards accountable only for Rent that they shall actually receive. As among Beneficiary, Trustee, Trustor and any person claiming through or under Trustor, the payment of the Obligations. Neither the enforcement of any of the remedies under assignment contained in 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 3.02 is intended to be deemed or construed to be a Beneficiary in possession of the Trust Propertyabsolute, 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 shallunconditional and presently effective, 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 the provisions of Beneficiary's status as an assignee pursuant to the assignment of Rents and Leases contained herein, but excluding any claim subsection 3.02 (a) are intended for the benefit of each Lessee and shall never inure to the extent caused by Beneficiary's gross negligence benefit of Trustor or willful misconduct, any person claiming through or (b) under Trustor. It shall never be necessary for Beneficiary or Trustee to institute legal proceedings of any kind whatsoever to enforce the provisions of this Section 3.02. Notwithstanding anything herein to the extent arising solely from Beneficiary's actions after Beneficiary has taken possession contrary, Trustor may collect such Rent until such time as an Event 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, Default 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 withheldoccur hereunder.

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, provided, 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.