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2004088'71
<br />other security interest in said items, including replacements and additions thereto. Upon Borrower's breach of any
<br />covenant or agreement of Borrower contained in this Instrument, including the covenants to pay when due all sums
<br />secured by this Instrument, Lender shall have the remedies of a secured party under the Uniform Commercial Code
<br />and, at Lender's option, may also invoke the remedies provided in this Instrument as to such items. In exercising
<br />any of said remedies, Lender may proceed against the items of real property and any items of personal property
<br />specified above as part of the Property separately or together and in any order whatsoever, without in any way
<br />affecting the availability of Lender's remedies under the Uniform Commercial Code or of the remedies provided
<br />elsewhere in this Instrument.
<br />16. LEASES OF THE PROPERTY. As used in this Paragraph 16, the word "lease" shall mean
<br />"sublease" if this Instrument is on a leasehold. Borrower shall comply with and observe Borrower's obligations as
<br />landlord under all leases of the Property or any part thereof. Borrower, at Lender's request, shall furnish Lender
<br />with executed copies of all leases now existing or hereafter made of all or any part of the Property, and all leases
<br />now or hereafter entered into will be in form and substance subject to the terms as specified in an Assignment of
<br />Leases and Rents executed by Borrower on an even date herewith. Unless otherwise waived by Lender, all future
<br />leases of the Property shall specifically provide that such leases: (a) are subordinate to this Instrument; (b) that the
<br />tenant attorns to Lender, such attomment to be effective upon Lender's acquisition of title to the Property; (c) that
<br />the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; and (d)
<br />that the attornment of the tenant shall not be terminated by foreclosure. Borrower shall not modify, either orally or
<br />in writing, any lease now existing or hereafter made of all or any part of the Property, permit an assignment or
<br />sublease of such a lease without Lender's written consent, or request or consent to the subordination of any lease of
<br />all or any part of the Property to any lien subordinate to this Instrument except as permitted in the Assignment of
<br />Leases and Rents. If Borrower becomes aware that any tenant proposes to do, or is doing, any act or thing which
<br />may give rise to any right of setoff against rent, Borrower shall (i) take such steps as shall be reasonably calculated
<br />to prevent the accrual of any right to a setoff against rent, (ii) notify Lender thereof and of the amount of said setoff,
<br />and (iii) within ten days after such accrual, reimburse the tenant who shall have acquired such right to setoff or take
<br />such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue
<br />to be payable without setoff or deduction.
<br />17. ASSIGNMENT OF RENTS AND REVENUES; APPOINTMENT OF RECEIVER;
<br />LENDER IN POSSESSION. As part of the consideration for the loan evidenced by the Note, Borrower hereby
<br />absolutely and unconditionally assigns and transfers to Lender all the rents and revenues of the Property, including
<br />those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all
<br />or any part of the Property, as provided in a separate Assignment of Leases and Rents executed by Borrower on an
<br />even date herewith; provided, however, that prior to written notice given by Lender to Borrower of the breach by
<br />Borrower of any covenant or agreement of Borrower in this Instrument, which default is not cured within any
<br />applicable cure period, Borrower shall have a revocable license to collect and receive all rents and revenues of the
<br />Property as trustee for the benefit of Lender and Borrower, to apply the rents and revenues so collected to the sums
<br />secured by this Instrument in the order provided in Paragraph 3 hereof, with the balance, so long as no such breach
<br />has occurred, to the account of Borrower, it being intended by Borrower and Lender that this assignment of rents
<br />and revenues constitutes an absolute assignment and not an assignment for additional security only. Upon delivery
<br />of written notice by Lender to Borrower of the breach by Borrower of any covenant or agreement of Borrower in
<br />this Instrument, and without the necessity of Lender entering upon and taking and maintaining full control of the
<br />Property in person, by agent or by a court- appointed receiver, Lender shall immediately be entitled to possession of
<br />all rents and revenues of the Property as specified in this paragraph as the same become due and payable, including
<br />but not limited to rents and revenues then due and unpaid, and all such rents and revenues shall immediately upon
<br />delivery of such notice be held by Borrower as trustee for the benefit of Lender only; provided, however, that the
<br />written notice by Lender to Borrower of the breach by Borrower shall contain a statement that Lender exercises its
<br />rights to such rents and revenues. Borrower agrees that commencing upon delivery of such written notice of
<br />Borrower's breach by Lender to Borrower, each tenant or user of the Property shall make such rents and revenues
<br />payable to and pay such rents and revenues to Lender or Lender's agents on Lender's written demand therefore,
<br />without any liability on the part of said tenant or user to inquire further as to the existence of a default by Borrower.
<br />Borrower hereby covenants that Borrower has not executed any prior assignment of said rents or revenues,
<br />that Borrower has not performed, and will not perform, any acts or has not executed, and will not execute, any
<br />instrument which would prevent Lender from exercising its rights under this paragraph, and that at the time of
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