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interest in, to and under the Lease and the Lease Guaranty (excluding, however, the
<br />Excepted Rights and the Excepted Payments as specifically set forth herein), together
<br />with all rights, powers, privileges, options and other benefits of Assignor, as the lessor
<br />under the Lease and as beneficiary under the Lease Guaranty (excluding, however, the
<br />Excepted Rights and Excepted Payments as specifically set forth herein) and together
<br />with any and all other leases, subleases, if and to the extent that Assignor has an interest
<br />therein pursuant to the Lease, licenses, rental agreements and occupancy agreements of
<br />whatever form now or hereafter affecting all or any part of the Mortgaged Property,
<br />including, without limitation, the immediate and continuing right:
<br />(a) except with respect to Fixed Rent that is prepaid on the Lease Commencement
<br />Date (or, if later, the date the proceeds of the Loan are initially advanced) (to the
<br />extent such Fixed Rent is not allocable to interest due on the Note on January 10,
<br />2014), to make claim for, receive and collect (and to apply the same to the
<br />payment of the Obligations) all rents (including all Fixed Rent and Additional
<br />Rent as such terms are defined in the Lease), income, revenues, issues, profits,
<br />insurance proceeds, condemnation proceeds, moneys, security deposits, and
<br />damages payable to or receivable by Assignor under the Lease or pursuant to any
<br />of the provisions thereof (such rents, income, revenues, issues, profits, proceeds,
<br />moneys, security deposits or damages, collectively, the "Rents ")(excluding,
<br />however, the Excepted Payments as specifically set forth herein);
<br />(b) as provided in the Security Instrument, to accept or reject (i) any offer by Lessee
<br />pursuant to the Lease to purchase the Mortgaged Property or any part thereof, or
<br />(ii) any condemnation proceeds or insurance proceeds payable in connection with
<br />a loss or destruction thereof as provided in and subject to the Lease, excluding,
<br />however, the Excepted Rights and Excepted Payments as specifically set forth
<br />herein;
<br />(c) to make all waivers and agreements of any kind (except as herein provided)
<br />pursuant to the Lease; and
<br />(d) to give all notices, consents, approvals, releases and other instruments including
<br />the right to serve Lessee with Section 45(b) Notices (as defined in the Lease)
<br />pursuant to Part II Section 45(b) of the Lease and notice of acceptance or rejection
<br />of any purchase offer to be given under the Lease, excluding, however, the
<br />Excepted Rights and Excepted Payments as specifically set forth herein.
<br />2. (a) Assignor and Assignee agree that, so long as no Event of Default under the
<br />Security Instrument has occurred and is continuing, Assignor may take any action
<br />with respect to the premises demised under the Lease without the prior written
<br />consent of Assignee, so long as such action is taken in good faith and as permitted
<br />by the Loan Documents or by law (provided, however, that, Assignee shall have
<br />the exclusive right to give any notice of default under the Loan Documents to
<br />Lessee or Assignor, and provided further that only with the prior written consent
<br />of Assignee, and subject to the terms and conditions hereof, Assignor may
<br />exercise its remedies under the Lease, subject, however, to Assignor's rights to
<br />18766395.1. BUSINESS 2
<br />201400402
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