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<br />claims arising out of Lease defaults, including rejections, under any applicable Debtor Relief
<br />Law.
<br />Section 3.2 Covenants, Representations and Warranties Concerning Leases and Rents.
<br />Debtor covenants, represents and warrants that: (i) upon execution thereof, Debtor will have
<br />good title to, and will be the owner of the entire landlord's interest in, the Leases and Rents
<br />hereby assigned and Debtor has authority to assign them; (ii) upon execution thereof, all Leases
<br />will be valid and enforceable; (iii) unless otherwise stated in a Permitted Encumbrance, no Rents
<br />or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no
<br />other person has or will acquire any right, title or interest in such Rents or Leases; (iv) no Rents
<br />have been, or will be waived, released, discounted, set off or compromised except in the ordinary
<br />course of business, in the exercise of Debtor's sound business judgment; (v) except as stated in
<br />the Leases or as otherwise disclosed to Secured Party, Debtor has not received any funds or
<br />deposits from any tenant for which credit has not already been made on account of accrued
<br />Rents; (vi) Debtor shall perform all of its obligations under the Leases and enforce the tenants'
<br />obligations under the Leases to the extent enforcement is prudent under the circumstances;
<br />(vii) except in the ordinary course of business and in the exercise of Debtor's sound business
<br />judgment and so long as no Default (as defined in the Loan Agreement) shall have occurred and
<br />be continuing, Debtor will not, without the prior written consent of Secured Party, enter into any
<br />lease after the date hereof other than a Lease, or waive, release, discount, set off, compromise,
<br />reduce or defer any Rent, receive or collect Rents more than one (1) year in advance, grant any
<br />rent -free period to any tenant, reduce any lease term or waive, release or otherwise modify any
<br />other material obligation under any Lease, renew or extend any Lease except on then current
<br />market lease terms or in accordance with a right of the tenant thereto in such Lease, approve or
<br />consent to an assignment of a Lease or a subletting of any part of the Premises covered by a
<br />Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or
<br />otherwise; (viii) Debtor will not, except in good faith where the tenant is in material default
<br />thereunder, or otherwise in the exercise of sound business judgment in the ordinary course of
<br />business, terminate or consent to the cancellation or surrender of any Lease unless promptly after
<br />the cancellation or surrender a new Lease of such premises is made with a new tenant having a
<br />credit standing, in Debtor's good faith business judgment, at least equivalent to that of the tenant
<br />whose Lease was cancelled, on substantially the same terms as the terminated or cancelled
<br />Lease; (ix) Debtor will not execute any Lease except in accordance with the Loan Documents
<br />and for actual occupancy by the tenant hereunder; (x) Debtor shall give prompt notice to Secured
<br />Party, as soon as Debtor first obtains notice, of any material claim, or the commencement of any
<br />material action, by any tenant or subtenant under or with respect to a Lease regarding any
<br />claimed damage, default, diminution of or offset against Rent, or cancellation of the Lease, and
<br />Debtor shall defend, at Debtor's expense, any proceeding pertaining to any Lease, including, if
<br />Secured Party so requests, any such proceeding to which Secured Party is a party; (xi) there shall
<br />be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land
<br />without the prior written consent of Secured Party; and (xii) Secured Party may at any time and
<br />from time to time by specific written instrument intended for the purpose, unilaterally
<br />subordinate the lien of this Deed of Trust to any Lease, without joinder or consent of, or notice
<br />to, Debtor, any tenant or any other person, and notice is hereby given to each tenant under a
<br />Lease of such right to subordinate. No such subordination shall constitute a subordination to any
<br />Lien or other encumbrance, whenever arising, or improve the right of any junior lienholder; and
<br />nothing herein shall be construed as subordinating this Deed of Trust to any Lease.
<br />DEED OF TRUST— Page 7
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