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18766395.1. BUSINESS 10 201400402 (a) Lessee and Lease Guarantor shall consent to this Assignment and agree to pay and deliver to Assignee all rentals and other sums assigned to Assignee pursuant to this Assignment in accordance with the terms and provisions of the Lease and /or the Lease Guaranty (as applicable), without offset, deduction, defense, deferment or abatement. Neither Lessee nor Lease Guarantor shall for any reason whatsoever seek to recover from Assignee any moneys paid to Assignee by virtue of this Assignment. All sums payable to Assignee pursuant to this Assignment shall be paid to Assignee in immediately available funds on the due date thereof at such address and /or account as shall be designated by Assignee by written notice to Lessee. No payment made by Lessee and/or Lease Guarantor shall be effective to discharge the obligations of Lessee and/or Lease Guarantor under the Lease or the Lease Guaranty, as applicable, to make such payments or be of any other force or effect unless paid to Assignee. Lessee and Lease Guarantor shall deliver to Assignee duplicate original copies of all notices, undertakings, demands, statements, offers, documents and other instruments or communications which it is or may be required or permitted to give, make, serve or deliver pursuant to the Lease and/or the Lease Guaranty, as applicable. (b) Lessee shall not enter into any agreement amending, modifying, waiving any provision of, or terminating the Lease without the prior consent of Assignee, nor shall Lessee sublease all or any part of the Mortgaged Property except in accordance with the terms of the Lease. Any attempted amendment, modification, waiver, or termination of the Lease without Assignee's consent shall be void. If the Lease shall be amended as herein permitted, the Lease as so amended shall continue to be subject to this Assignment without the necessity of any further act by any of the parties hereto. Lessee shall remain obligated under the Lease in accordance with its terms, and shall not take any action to terminate (except as expressly permitted by the Lease), rescind or avoid the Lease, notwithstanding any action with respect to the Lessee which may be taken by any trustee or receiver of Assignor or of any assignee of Assignor or by any court in any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or other proceeding affecting Assignor or any assignee of Assignor. Lessee acknowledges and agrees to be bound by the license and right of access granted to Assignee and its agents, employees, contractors, engineers, architects, nominees, attorneys and other representatives pursuant to Paragraph 23(b) of the Security Instrument. 16. If any term or provision of this Assignment or any application hereof shall be invalid or unenforceable, the remainder of this Assignment and any other application of such term or provision shall not be affected thereby. 17. Any notice, demand, statement, request or consent made hereunder shall be effective and valid only if in writing, referring to this Assignment, signed by the party giving such notice, and delivered either personally to such other party, or sent by nationally recognized overnight courier delivery service or by certified mail addressed to the other party at such party's Notice Address as set forth in Schedule A attached hereto and made