Subject to this Section 9, Trustor hereby irrevocably and absolutely grants, transfers and assigns to Beneficiary a security interest in all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Trustor of the Secured Obligations. Trustor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any other Lease or their respective Rents to anyone other than Beneficiary, in each case, except as permitted by the Credit Agreement.

Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related

Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

“Non-Fatal Exception”: Any of an unrecorded mortgage, intervening assignment of mortgage, assignment of leases and rents or assignment of an assignment of leases and rents, for which a copy has been provided for a Mortgage Loan File to satisfy the Review Procedures set forth on Exhibit 9, but which are missing evidence of recording, if ​ provides ​ and ​ evidence that such unrecorded mortgage, intervening assignment of mortgage, assignment of leases and rents or assignment of an assignment of leases and rents, to the extent applicable, were sent out for recording by the relevant party.

An Assignment of Leases and Rents (hereinafter referred to as the “Georgia Assignment of Leases”) given by Georgia Grantors, as assignors, to Lender, as assignee, dated of even date herewith, assigning to Lender all of the rents, issues, profits and leases of the Georgia Premises; and

subject to the provisions of Section 7.02, prepaid Rents and all Fixed Rents and Additional Rents payable pursuant to the Leases, if any;

Amended and Restated First Priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of April 20, 2007 from The Goodyear Tire & Rubber Company to First American Title Insurance Company, as Trustee for the benefit of JPMorgan Chase Bank, N.A., as amended by the First Amendment to Amended and Restated First Priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of April 19, 2012 by and between The Goodyear Tire & Rubber Company and JPMorgan Chase Bank, N.A., regarding premises in Caswell County, North Carolina.

“Orange County IRB Mortgage” means the Mortgage, Assignment of Leases and Rents and Security Agreement, dated July 6, 2015, by [[Organization A:Organization]] in favor of the Orange County IRB Bondholder with respect to the Orange County Real Property.

Leases. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.

Leases. None of the Properties is subject to any Lease, other than the Leases set forth on [Schedule 4.1.26] hereto. With respect to each Property, the Borrower that owns the Property also is the owner and lessor of all of the landlord’s interest in each of the Leases at that Property. No Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of one of the Leases or a sublease, license, assignment or occupancy agreement thereunder. Each of the current Leases is in full force and effect and, to each Borrower’s knowledge, there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by any Borrower prior to the date hereof under each Lease has been performed as required in such Lease and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements, except as expressly set forth in such Leases, required to be given by any Borrower to any Tenant prior to the date hereof has already been received by such Tenant. No Tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby. No Tenant holds its leased premises under assignment, nor, to each Borrower’s knowledge, does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Property of which the leased premises are a part. No Tenant under any Lease has any right or option for additional space in any Improvements. Each Borrower is in compliance with all Legal Requirements relating to security deposits. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of any Rents to be received thereunder that remains in effect.