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<br />200600597
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<br />to Grantor the right to collect currently due and payable income, rents, issues, profits and
<br />revenues from the Premises so long as Grantor is not in Default hereunder), and Grantor agrees
<br />to execute and deliver to Beneficiary and Trustee such additional instruments, in form and
<br />substance satisfactory to Beneficiary, as may hereafter be requested by Beneficiary further to
<br />evidence and confirm said assignment; provided, however, that acceptance of any such
<br />assignment shall not be construed as a consent by Trustee or Beneficiary to any lease, tenant
<br />contract, rental agreement, franchise agreement, management contract, construction contract, or
<br />other contract, license or permit, or to impose upon Beneficiary or Trustee any obligation with
<br />respect thereto. Except in the ordinary course of Grantor's business with respect to nonmaterial
<br />contracts (excluding leases, licenses or permits) or unless Beneficiary consents in writing thereto,
<br />Grantor shall not cancel or permit the cancellation of any such lease, tenant contract, rental
<br />agreement, franchise agreement, management contract, construction contract, or other contract,
<br />license or permit, or materially modify any of said instruments, or accept, or permit to be made,
<br />any prepayment of any installment of rent or fees thereunder (except for security deposits and the
<br />usual prepayment of rent which results from the acceptance by a landlord on the first day of each
<br />month of the rent for that month). Grantor shall faithfully keep and perform, or cause to be kept
<br />and performed, all of the covenants, conditions and agreements contained in each of said
<br />instruments, now or hereafter existing, on the part of Grantor to be kept and performed and shall
<br />at all times do all things necessary to compel performance by each other party to said instruments
<br />of all obligations, covenants and agreements by such other party to be performed thereunder.
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<br />3.06.02 Grantor shall not execute an assignment of any leases, income, rents,
<br />issues or profits, or any part thereof from the Premises unless Beneficiary shall first consent to
<br />such assignment and unless such assignment shall expressly provide that it is subordinate to the
<br />assignment contained in this Instrument and any assignment executed pursuant hereto or
<br />concerning the Obligations.
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<br />3.06.03 Grantor shall furnish to Beneficiary, within ten (10) days after a written
<br />request by Beneficiary to do so, a sworn statement setting forth the names of all lessees and
<br />tenants of the Premises, the terms of their respective leases, tenant contracts or rental
<br />agreements, the space occupied, and the rentals payable thereunder, and stating to Grantor's best
<br />knowledge whether any defaults, off-sets or defenses exist under or in connection with any of
<br />said leases, tenant contracts or rental agreements. Any and all leases, tenant contracts and rental
<br />agreements affecting the Premises and entered into after the date of this Instrument shall provide
<br />for giving by the lessees or tenants thereunder of certificates with respect to the status of such
<br />leases, tenant contracts or rental agreements, and Grantor shall exercise Grantor's right to request
<br />such certificates promptly upon any demand therefor by Beneficiary.
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<br />3.06.04 Each lease, tenant contract and rental agreement pertaining to the
<br />Premises, or any part thereof, if any, entered into on or after the date of this Instrument (and
<br />subject, in this respect, at all times, to Section 3.06.05), shall provide that, in the event of the
<br />enforcement by Beneficiary of the remedies provided by law or by this Instrument, the lessee or
<br />tenant thereunder will, upon request of Beneficiary or any other person or entity succeeding to
<br />the interest of Beneficiary as a result of such enforcement, automatically become the lessee or
<br />tenant of Beneficiary or said successor-in-interest, without change in the terms or other
<br />provisions of said lease, tenant contract or rental agreement; provided, however, that neither
<br />Beneficiary nor any such successor-in-interest shall be bound by (i) any payment of rental or
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