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� 99-1�361z -7- 2.7. Subleases; Assignments: Subordination. Grantor shall not sublease the Property or any part thereof without the prior written consent of Beneficiary. If Grantor shall enter into a sublease, Grantor shall faithfully keep, observe and satisfy all the obligations on the part of the sublessor to be kept, performed and satisfied under every sublease from time to time in force with reference to the Property, and shall not alter or terminate any such sublease, or any guarantee of such sublease, except in the ordinary course of business, or accept any rentals for more than one month in advance. Grantor hereby assigns to Beneficiary all rents and profits under any and all subleases of the Property, and Grantor hereby authorizes Beneficiary or Beneficiary's agents to collect the rents and profits and hereby directs such subtenents, sublessees and licensees of the Property to pay the rents and profits to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Grantor of any Event of Default, Grantor shall collect and receive such rents and profits and apply them to the Obligations, to the extent then due, with the balance, so long as no Event of Default has occurred, to the account of Grantor. Grantor agrees that each and every subtenant, sublessee and licensee of the Property shall pay, and hereby irrevocably authorizes and directs each and every subtenant, sublessee and licensee to pay, all rents to Beneficiary or Beneficiary's agents on Beneficiary's written demand therefor without any obligation on the part of said subtenant, sublessee or licensee to inquire as to the existence of an Event of Default and notwithstanding any notice or claim of Grantor to the contrary, and Grantor agrees that Grantor shall have no right or claim against said subtenant, sublessee or licensee for or by reason of any rents paid to Beneficiary following receipt of such written demand. At any time on notice from Beneficiary, Grantor shall submit to Beneficiary for examination all such subleases, or the rents and profits thereof, in form satisfactory to Beneficiary. The Beneficiary shall have the right, by the execution of suitable written instruments from time to time, to subordinate this Leasehold Deed of Trust, and the rights of Beneficiary hereunder, to any sublease or subleases from time to time in force with reference to the Property, and, on the execution of any such instrument, this Leasehold Deed of Trust shall be subordinate to the sublease for which such subordination is applicable with the same force and effect as if such sublease had been executed and delivered, and a notice thereof recorded to the extent required to give notice to third persons, prior to the execution, delivery and recording of this Leasehold Deed of Trust. 2.8. Prior Mortgages. If this Leasehold Deed of Trust, by its terms, is not, or any time hereafter, becomes subject or subordinate to a prior deed of trust or mortgage, Grantor shall fully perform its obligations under such prior deed of trust or mortgage and shall not, without the BUSDOCS:723319.2