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<br />(c) Subject to paragraph 1.09(d), Grantor has assigned and transferred to
<br />Beneficiary all of Grantor's right, title and interest in and to the Rents now or hereafter
<br />arising from each Operating Lease, if any, and all other Leases heretofore or hereafter
<br />made or agreed to by Grantor, it being intended that this assignment establish, subject to
<br />paragraph 1.09(d), an absolute transfer and assignment of all Rents and each such
<br />Operating Lease, if any, and all other Leases to Beneficiary and not merely to grant a
<br />security interest therein. Subject to paragraph 1.09(d), Beneficiary may in Grantor's
<br />name and stead (with or without first taking possession of any of the Trust Property
<br />personally or by receiver as provided herein) operate the Trust Property and rent, lease or
<br />let all or any portion of any of the Trust Property to any party or parties at such rental and
<br />upon such terms as Beneficiary shall, in its sole discretion, determine, and may collect
<br />and have the benefit of all of said Rents arising from or accruing at any time thereafter or
<br />that may thereafter become due under each operating Lease and all other Leases.
<br />(d) Until an Event of Default occurs or after an Event of Default has
<br />occurred but is no longer continuing, Beneficiary will not exercise any of its rights under
<br />paragraph 1.09(c), and Grantor shall receive and collect the Rents accruing under any
<br />Operating Lease or any other Lease; but after the happening of any Event of Default (but
<br />only while such Event of Default continues), Beneficiary may, at its option, receive and
<br />collect all Rents and enter upon the Premises and Improvements through its officers,
<br />agents, employees or attorneys for such purpose and for the operation and maintenance
<br />thereof. Upon the happening of an Event of Default, Grantor hereby irrevocably
<br />authorizes and directs each Operator, if any, each other tenant, if any, and each successor,
<br />if any, to the interest of any Operator or tenant under (i) any Operating Lease and (ii) any
<br />other Leases to rely upon any notice of a claimed Event of Default sent by Beneficiary to
<br />any such Operator, if any, or tenant or any of their successors in interest, and thereafter to
<br />pay Rents to Beneficiary without any obligation or right to inquire as to whether an Event
<br />of Default actually exists and even if some notice to the contrary is received from the
<br />Grantor, who shall have no right or claim against any such Operator, if any, or tenant or
<br />successor in interest for any such Rents so paid to Beneficiary. Each Operator, if any, or
<br />tenant or any of their successors in interest from whom Beneficiary or any officer, agent,
<br />attorney or employee of Beneficiary shall have collected any Rents, shall be authorized to
<br />pay Rents to Grantor only after such Operator, if any, or tenant or any of their successors
<br />in interest shall have received written notice from Beneficiary that the Event of Default is
<br />no longer continuing, which notice Beneficiary shall be obligated to give if Beneficiary
<br />agrees that such Event of Default is no longer continuing, unless and until a further notice
<br />of an Event of Default is given by Beneficiary to such tenant or any of their successors in
<br />interest.
<br />(e) Beneficiary will not become a mortgagee in possession so long as it
<br />does not enter or take actual possession of the Trust Property. In addition, Beneficiary
<br />shall not be responsible or liable for performing any of the obligations of the landlord
<br />under any Operating Lease or any other Lease, for any waste by any Operator or any
<br />tenant, or others, for any dangerous or defective conditions of any of the Trust Property,
<br />for negligence in the management, upkeep, repair or control of any of the Trust Property
<br />or any other act or omission by any other person.
<br />11
<br />[[NYCORP:2455832v 1 ]]
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