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<br />any Lease, including but not limited to liquidated damages following default under any such
<br />Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from
<br />untenantability caused by damage to any part of the Mortgaged Property, all of Grantor's rights
<br />to recover monetary amounts from any tenant in bankruptcy including, without limitation, rights
<br />of recovery for use and occupancy and damage claims arising out of Lease defaults, including,
<br />rejections, under any applicable Debtor Relief Law (as hereinafter defined), together with any
<br />sums of money that may now or at any time hereafter be or become due and payable to Grantor
<br />by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other
<br />amount of any kind or character arising under any and all present and all future oil, gas, mineral
<br />and mining leases covering the Mortgaged Property or any part thereof, and all proceeds and
<br />other amounts paid or owing to Grantor under or pursuant to any and all contracts all bonds
<br />relating to the construction or renovation of the Mortgaged Property.
<br />Section 3.2 Covenants, Representations and Warranties Concerning Leases and
<br />Rents. Grantor covenants, represents and warrants that: (i) Grantor has good title to, and is the
<br />owner of the entire lessor's interest in, the Leases and Rents (if any) hereby assigned and
<br />authority to assign them; (ii) all Leases (if any) are valid and enforceable, and in full force and
<br />effect, and are unmodified except as stated therein; (iii) unless otherwise stated in a Permitted
<br />Encumbrance, no Rents or Leases have been or will be assigned, mortgaged, pledged or
<br />otherwise encumbered and no other person has or will acquire any right, title or interest in such
<br />Rents or Leases; (iv) no Rents have been waived, released, discounted, set off or compromised in
<br />any material respect; (v) except as stated in the Leases, Grantor has not received any material
<br />amount of funds or deposits from any tenant for which credit has not already been made on
<br />account of accrued Rents; (vi) Grantor shall perform all of its obligations under the Leases and
<br />enforce the tenants' obligations under the Leases to the extent enforcement is prudent under the
<br />circumstances; (vii) Grantor will not without the prior written consent of Beneficiary, enter into
<br />any Lease after the date hereof, or, in any material respect, waive, release, discount, set off,
<br />compromise, reduce or defer any Rent, receive or collect Rents more than one (1) year in
<br />advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or
<br />otherwise modify any other material obligation under any Lease, renew or extend any Lease
<br />except in accordance with a right of the tenant thereto in such Lease, approve or consent to an
<br />assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or
<br />compromise any claim against a tenant under a Lease in bankruptcy or otherwise (if Beneficiary
<br />so requests, Grantor shall cause the tenant under any Lease consented to by Beneficiary to enter
<br />into a subordination agreement with Beneficiary satisfactory in the sole discretion of
<br />Beneficiary); (viii) promptly upon request by Beneficiary, Grantor shall deliver to Beneficiary
<br />executed originals of all Leases and copies of all records relating thereto; (ix) there shall be no
<br />extinguishment by confusion of the leasehold estates, created by the Leases, with ownership of
<br />the Land without the prior written consent of Beneficiary; and (x) Beneficiary may at any time
<br />and from time to time by specific written instrument intended for the purpose, unilaterally
<br />subordinate the lien of this Deed of Trust to any Lease, without joinder or consent of, or notice
<br />to, Grantor, any tenant or any other person, and notice is hereby given to each tenant under a
<br />Lease of such right to subordinate. No such subordination shall constitute a subordination to any
<br />lien or other encumbrance, whenever arising, or improve the right of any junior lienholder; and
<br />nothing herein shall be construed as subordinating this Deed of Trust to any Lease.
<br />Bolton Farm - Loan 195618 Page 16 of 31
<br />JM MDAI 1095245 vl
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