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20130030E (h) not to alter, modify or change the terms of any guaranty of any of the Leases or cancel or terminate any such guaranty without the prior written consent of Lender, which may be withheld in Lender's sole discretion, and that any such action without such consent shall be null and void; and (i) (k) (1) (b) not to consent to any termination, assignment or subletting by any lessee without the prior written consent of Lender; provided that the foregoing shall not be construed to place Borrower in default under this Assignment in the case of any termination, assignment or subletting, which, under the terms of a particular Lease, does not require the consent of the lessor; and provided further, that where the terms of the Lease require the lessor not to unreasonably withhold its consent to any such termination, assignment or subletting, Lender agrees not to unreasonably withhold Lender's consent notwithstanding anything to the contrary set forth herein; and provided further, that any such termination, assignment or subletting without Lender's consent shall be null and void; and (j) not to subordinate, or agree or consent to subordinate, any of the Leases to any security instrument or other encumbrance without Lender's prior written consent, which may be withheld in Lender's sole discretion; and provided further, that any such subordination or agreement or consent to subordinate without such consent shall be null and void; and to deliver to Lender, from time to time, upon Lender's request, an executed counterpart of each and every Lease; and to execute and record such additional assignments, in form and substance acceptable to Lender, as Lender may request, covering any and all of the Leases, and to pay all costs incurred in connection with the preparation, execution and recording of all such assignments; and not to exercise any right of election, whether specifically set forth in any of the Leases or otherwise, which would in any way materially diminish any obligation or liability of any of the lessees or which would have the effect of shortening the stated term of any of the Leases; and at Borrower's sole cost, to prosecute and defend any legal action, arbitration or other controversy relating to any of the Leases or to Borrower's interest in any of the Leases and to pay all costs and expenses (including, without limitation, attorneys' fees and court costs) actually incurred by Lender in connection with any such action, arbitration or controversy; and to use commercially reasonable efforts to lease all portions of the Property which, from time to time, are not subject to a Lease at rentals not less than the market rent for such Leases. 5. Representations and Warranties. In order to induce Lender to make the Loan to Borrower, Borrower represents and warrants to Lender that: (a) the Existing Leases are in full force and effect and are enforceable in accordance with their respective terms, and that no breach or default, or event which would constitute such a breach or default after notice or the passage of time, or both, of any of the terms, covenants or conditions exists with respect to any of the Existing Leases; and no rent payment or other payment under any of the Existing Leases has been paid by any lessee for more than one (1) month in advance; and (c) the Existing Leases constitute all the Leases existing with respect to the Property as of the date of this Assignment; and (d) each of the Existing Leases constitutes the entire agreement between the respective lessees and Borrower, and there are no other agreements, undertakings or representations, either written or oral, with respect to the Property; and (e) none of the lessor's interest under any of the Leases has been transferred or assigned to any person or entity other than Lender. 3