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201906 85 with any of the Leases; and (e) deliver to Lender copies of the Leases and such further information, and execute and deliver to Lender such further assurances and assignments with respect to the Leases, as Lender may from time to time request. 4.6 NEGATIVE COVENANTS. Without Lender's prior written consent, Grantor shall not (a) do or knowingly permit to be done anything to impair the value of any of the Leases; (b) except for security or similar deposits, collect any of the Rent more than one month in advance of the time when the Rent becomes due under the terms of any Lease; (c) discount any future accruing Rents; (d) renew, extend, amend, modify, or terminate any of the non-residential Leases (and Lender shall not unreasonably withhold or delay, its consent thereto); or (e) assign or grant a security interest in or to any of the Leases or the Rents. 4.7 WARRANTIES CONCERNING LEASES AND RENTS. Grantor represents and warrants that: (a) Grantor has good title to the Leases and authority to assign them, and no other person or entity has any right, title or interest therein; (b) the Leases are valid, in full force and effect, and no default exists thereunder; (c) neither the Leases nor Rents or other sums owing under the Leases have been or will be assigned, mortgaged or pledged; and (d) no Rents have been or will be anticipated, waived, released, discounted, set off or compromised. 4.8 ATTORNMENT OF TENANTS. All Leases executed after the date of this Instrument shall specifically provide that (a) such Leases are subordinate to this Instrument; (b) that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Property; (c) that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; (d) that the attornment of the tenant shall not be terminated by foreclosure; and (e) that Lender may, at Lender's option, accept or reject such attornments. 4.9 SETTLEMENT FOR TERMINATION. Grantor agrees that no settlement for damages for termination of any of the Leases under the Federal Bankruptcy Code, or under any other federal, state, or local statute, shall be made without Lender's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, and any check in payment of such damages shall be made payable to both Grantor and Lender. Grantor hereby assigns any such payment to Lender, to be applied to the Indebtedness as Lender may elect, and Grantor agrees to endorse any check for such payment to the order of Lender. 4.10 APPOINTMENT OF ATTORNEY. Grantor hereby appoints Lender its attorney-in-fact, coupled with an interest, empowering Lender to subordinate any Leases to this Instrument. 4.11 RIGHT TO RELY. Grantor authorizes and directs the tenants under the Leases to pay Rents to Lender upon written demand by Lender, without further consent of Grantor and regardless of whether Lender has taken possession of the Property, and the tenants may rely upon any written statement delivered by Lender to the tenants. Any such payment to Lender shall constitute payment to Grantor under the Leases, and Grantor appoints Lender as Grantor's lawful attorney-in-fact to give proper receipts, releases, and acquittances to any tenants for such payments to Lender. 4.12 NO OBLIGATIONS. This Assignment shall not be deemed or construed to constitute Lender as a "mortgagee in possession" of the Property, to obligate Lender to lease the Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. 4.13 NO MERGER OF ESTATES. So long as any part of the Indebtedness remains unpaid, the fee and leasehold estates to the Property shall not merge but rather shall remain separate and distinct, notwithstanding the union of such estates either in Grantor or Lender, any tenant or lessee, or any third party purchaser or otherwise. 2932707_3 11