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�o1i�49�� payment of the Rents (including delivery to Beneficiary of Rents collected for the period in which the demand occurs and for any subsequent period), for application as provided in this Deed of Trust, all without the necessity of any further action by Beneficiary, including, without limitation, any action to foreclose the lien of this Deed of Trust or to obtain possession of the Land, Improvements or any other portion of the Mortgaged Property. Trustor hereby authorizes and directs the tenants under the Leases to pay Rents to Beneficiary upon written demand by Beneficiary, without further consent of Trustor, without any obligarion to determine whether a default has in fact occurred and regazdless of whether Beneficiary has taken possession of any portion of the Mortgaged Property, and the tenants may rely upon any written statement delivered by Beneficiary to the tenants. Any such payment to Beneficiary shall consritute payment to Trustor under the Leases, and Trustor hereby appoints Beneficiary as Trustor's lawful attorney-in-fact for giving, and Beneficiary is hereby empowered to give, acquittance to any tenants for such payments to Beneficiary after a default. As used herein: (i) "Lease" means each e�cisting or future lease, sublease (to the extent of Trustor's rights thereunder) or other agreement under the terms of which any person has or acquires any right to occupy or use the Mortgaged Properiy, or any part thereof, or interest therein, and each existing or future guaranty of payment or perFormance thereunder, and a11 extensions, renewals, modifications and replacements of each such lease, sublease, agreement or guaranty; and (ii) "Rents" means all of the rents, revenue, income, profits and proceeds derived and to be derived from the Mortgaged Property or arising from the use of enjoyment of any portion thereof or from any Lease, including but not limited to liquidated damages following default under any such Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Properiy, all of Trustor's rights to recover monetary amounts from any tenant in ba.nkruptcy including, without limitation, rights of recovery for use and occupancy and damage claims arising out of Lease defaults, including, rejections, under any applicable Debtor Relief Law (as hereinafter defined), together with any sums of money that may now or at any time hereafter be or become due and payable to Trustor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and all fuhue oil, gas, mineral and mining leases covering the Mortgaged Properiy or any part thereof, and a11 proceeds and other amounts paid or owing to Trustor under or pursuant to any and all contracts all bonds relating to the construction or renovation of the Mortgaged Property. Section 3.2 Covenants, Representations and Warranties Concerning Leases and Rents. Trustor covenants, represents and warrants that: (i) Trustor has good ritle to, and is the owner of the entire lessor's interest in, the Leases and Rents (if any) hereby assigned and has the authority to assign them; (ii) all Leases (if any) are valid and enforceable, and in full force and effect, and are unmodified except as sta.ted therein; (iii) unless otherwise stated in a Permitted Encumbrance, no Rents or Leases have been or will be assigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (iv) no Rents have been waived, released, discounted, set off or compromised in any material respect; (v) except as stated in the Leases, Trustor has not received any material amount of funds or deposits from any tenant for which credit has not akeady been made on account of accrued Rents; (vi) Trustor shall perform all of its obligations under the Leases and enforce the tenants' obligations under the Leases to the extent enforcement is prudent under the circumstances; (vii) Trustor will not without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any Lease after the date hereof, or, in any material respect, waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) year in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment of a Lease or a subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise (if Beneficiary so requests, Trustor shall cause the tenant under any Lease consented to by Beneficiary to enter into a subordination agreement with Beneficiary satisfactory in the sole discretion of Beneficiary); (viii) promptly upon request by Beneficiary, Trustor sha11 deliver to Beneficiary executed originals of all Leases and copies of all records relating thereto; (ix) there shall be no extinguishment by confusion of the leasehold estates, created by the Leases, with ownership of the Land without the prior written consent of Beneficiary; and (x) Beneficiary may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Deed of Trust to any Lease, without joinder or consent of, or notice to, Trustor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encutnbraace, whenever arising, or improve the right of any junior lienholder; and nothing herein shall be construed as subordinating this Deed of Trust to any Lease. DOCS/1045495.1 10