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202207758 upon any written statement delivered by the Lender to the tenants. Any such payment to the Lender shall constitute payment to the Grantor under the Leases. The provisions of this paragraph are intended solely for the benefit of the tenants and shall never inure to the benefit of the Grantor or any person claiming through or under the Grantor, other than a tenant who has not received such notice. This assignment is not contingent upon any notice or demand by the Lender to the tenants. This assignment shall not, prior to entry upon and taking possession of the Premises by the Lender, be deemed to constitute the Lender a "lender in possession", nor obligate the Lender to: (a) appear in or defend any proceedings relating to any of the Leases, the Rents or to the Premises; (b) take any action hereunder; (c) expend any money, incur any expense or perform any obligation or liability under the Leases; or (d) assume any obligation for any deposits delivered to the Grantor by any tenant and not delivered to the Lender. The Grantor consents to the appointment of a receiver for the Premises, without notice, if this is believed necessary or desirable by the Lender. The Rents constitute cash collateral as defined under federal bankruptcy law. This assignment shall continue to be operative during the exercise of any power of sale, during any foreclosure or other proceeding taken to enforce this Deed of Trust and during any redemption period. Until the occurrence of any default in the payment or performance of any of the Liabilities or the occurrence of a default under this Deed of Trust or under any loan papers related to the Liabilities the Grantor shall have a license, subject to the other covenants of the Grantor set forth in this assignment, to (a) remain in possession and control of the Premises, (b) operate and manage the Premises and (c) collect the Rents; provided that the granting of such license shall not constitute the Lender's consent to the use of cash collateral in any bankruptcy proceedings. The foregoing license shall automatically and immediately terminate, without notice to the Grantor, upon the occurrence of any default in the payment or performance of any of the Liabilities or upon the occurrence of any default under this Deed of Trust or under any loan papers related to the Liabilities. Thereafter, the Grantor shall promptly pay or otherwise deliver to the Lender all Rents that the Grantor may receive, and the Grantor shall hold such Rents in trust for the benefit of the Lender until so paid or delivered to the Lender. The Grantor covenants, represents and warrants to the Lender that the following statements are true and will remain true until the Deed of Trust is terminated and the Liabilities are paid in full: (i) The Grantor will fulfill and perform its obligations under all the Leases and give the Lender prompt notice of any default in the performance of the terms and conditions of the Leases by either the Grantor or the tenant, together with copies of notices sent or received by the Grantor in connection with any Lease; (ii) Without the prior written consent of the Lender, the Grantor shall not in any way (a) enter into any new Lease, (b) amend, modify, assign its interest under, cancel or terminate any Lease, (c) accept a surrender of any Lease, (d) accept any payment of Rent under any Lease more than thirty (30) days in advance or (e) waive, release, discharge or compromise any Rent or any of the tenant's obligations under any Lease, except that the Grantor may increase Lease rentals without the Lender's consent; (iii) The Grantor will appear and defend or prosecute any action growing out of any Lease at the Grantor's cost and expense; (iv) The Lender may, but shall not be required to, make any payment including necessary costs, expenses and reasonable attorneys' fees and court costs, or perform any action required of the Grantor under any Lease, without releasing the Grantor from the obligation to do so and without notice to or demand on the Grantor. The Grantor will, immediately upon demand, reimburse the Lender for all such costs, expenses and fees, together with interest at the highest rate permitted by any instrument evidencing any of the Liabilities, all of which shall be added to the Liabilities; 8