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201508664 and present transfer of all Leases and Rents with the right, but without the obligation, to collect all Rents and shall continue in effect until the Note is fully paid and performed. 3. License. Except as hereinafter set forth, Borrower shall have a license to collect the Rents accruing under the Leases as they become due ( "License "), but not more than thirty (30) days in advance, and to enforce the Leases. Subject to Section 8.1 hereof, the License shall automatically terminate upon the occurrence of an Event of Default. Borrower covenants and agrees that in exercising its License it shall hold all Rents in trust and shall apply the same first to the payment of the reasonable expenses of owning, maintaining, repairing, operating and renting the Property, and then to payment of the Obligations. 4. Representations and Warranties. Borrower hereby represents and warrants to Lender that: (a) Borrower is the absolute owner of the entire lessor's interest in each of the Leases, with absolute right and title to assign the Leases and the Rents; (b) to Borrower's knowledge, the Leases are valid, enforceable and in full force and effect and have not been modified, amended or terminated; (c) there are no outstanding assignments or pledges of the Leases or of the Rents and no other party has any right, title or interest in the Leases or the Rents; (d) there are no existing defaults under the provisions of the Leases on the part of the lessor and to Borrower's knowledge, there are no existing defaults under the provisions of the Leases on the part of the Lessees thereunder; (e) to Borrower's knowledge, no Lessee has any defense, set -off or counterclaim against Borrower; (f) except as disclosed in writing to Lender, no Lessee has any purchase option or first refusal right or any right or option for additional space with respect to the Property; (g) Borrower has not accepted prepayments of installments of rent or any other charges under any Lease for a period of more than one (1) month in advance; and (h) to Borrower's knowledge, except as otherwise disclosed to Lender in writing, all work required to be performed by Borrower, as landlord, as of the date hereof under any Lease has been completed in accordance with the provisions of the Lease. 5.1 New Leases and Lease Terminations and Modifications. Except for Minor Leases (as hereinafter defined), Borrower shall not from and after the date hereof, enter into, cancel, surrender or terminate (except as a result of a material default by the Lessees thereunder and failure of such Lessee to cure the default within the applicable time periods set forth in the Lease), amend or modify any commercial Lease, or make any subsequent assignment or pledge of a Lease, or consent to the subordination of the interest of any Lessee in any Lease, or consent to any assignment by any Lessee or any subletting, without the prior written consent of Lender, which shall not be unreasonably withheld. Any attempt to do any of the foregoing without the prior written consent of Lender (if such consent is required) shall be null and void. Lender shall be deemed to have approved any Lease if (A) the Lease (1) is not approved or denied by Lender within 10 business days' after notice thereof and receipt of the final Lease to be executed, (2) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence, has determined that the tenant is financially capable of performing its obligations under the Lease, (3) reflects an arm's length transaction; and (4) contains no option or right of first refusal to purchase all or any portion of the Property; and (B) no Event of Default exists. A "Minor Lease" is any Lease that: (a) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and 51667707.2 5. Covenants of Borrower. 3