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200605846 of all or any part of the Real Property, and all leases now or hereafter entered into will be in fonn and substance subject to the terms as specified in an Assignment of Leases and Rents executed by Borrower on an even date herewith. Unless otherwise waived by Lender, all future leases of the Real Property shall specifically provide that such leases: (a) are subordinate to this Instrument; (b) that the tenant attorns to Lender, such attornment to be effective upon Lender's acquisition of title to the Real Property; (c) that the tenant agrees to execute such further evidences of attornment as Lender may from time to time request; and (d) that the attornment of the tenant shall not be terminated by foreclosure. Borrower shall not modify, either orally or in writing, any lease now existing or hereafter made of all or any part of the Real Property, permit an assignment or sublease of such a lease without Lender's written consent or request or consent to the subordination of any lease of all or any part of the Real Property to any lien subordinate to this Instrument, except as permitted in the Assignment of Leases and Rents. If Borrower becomes aware that any tenant proposes to do, or is doing, any act or thing which may give rise to any right of setoff against rent, Borrower shall (i) take such steps as shall be reasonably calculated to prevent the accrual of any right to a setoff against rent, (ii) notify Lender thereof and of the amount of said setoff and (iii) within ten (10) days after such accrual, reimburse the tenant who shall have acquired such right to setoff or take such other steps as shall effectively discharge such setoff and as shall assure that rents thereafter due shall continue to be payable without setoff or deduction. 17. ASSIGNMENT OF RENTS AND REVENUES; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION. As part of the consideration for the loans made pursuant to the Revolving Loan Agreement, Borrower hereby absolutely and unconditionally assigns and transfers to Lender all the rents and revenues of the Real Property, including those now due, past due or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Real Property, as provided in a separate Assignment of Leases and Rents executed by Borrower on an even date herewith; provided, however, that prior to written notice given by Lender to Borrower of (a) the breach by Borrower of any covenant or agreement of Borrower in this Instrument or (b) the occurrence of an Event of Default (as such term is defined in the Revolving Loan Agreement), Borrower shall have a revocable license to collect and receive all rents and revenues of the Real Property as trustee for the benefit of Lender and Borrower, to apply the rents and revenues so collected to the sums secured by this Instrument in the order provided in Paragraph 3 hereof, with the balance, so long as no such breach or Event of Default (as such term is defined in the Revolving Loan Agreement) has occurred, to the account of Borrower, it being intended by Borrower and Lender that this assignment of rents and revenues constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Lender to Borrower of (a) the breach by Borrower of any covenant or agreement of Borrower in this Instrument or (b) the occurrence of an Event of Default (as such term is defined in the Revolving Loan Agreement), and without the necessity of Lender entering upon and taking and maintaining full control of the Real Property in person, by agent or by a court-appointed receiver, Lender shall immediately be entitled to possession of all rents and revenues of the Real Property as specified in this paragraph as the same become due and payable, including but not limited to rents and revenues then due and unpaid, and all such rents and revenues shall immediately upon delivery of such notice be held by Borrower as trustee for the benefit of Lender only; provided, however, that the written notice by Lender to Borrower of the breach by Borrower or an Event of Default (as such term is defined in the Revolving Loan Agreement) shall contain a statement that Lender exercises its rights to such rents and revenues. Borrower agrees that commencing upon delivery of such written notice by Lender to Borrower of Borrower's breach or an Event of Default (as such term is defined in the Revolving Loan Agreement), each tenant or user of the Real Property shall make such rents and revenues payable to and pay such rents and revenues to Lender or Lender's agents on Lender's written demand therefore, without any liability on the part of said tenant or user to inquire further as to the existence of a default by Borrower or an Event of Default (as such term is defined in the Revolving Loan Agreement). 10