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200605846 Borrower hereby covenants that Borrower has not executed any prior assignment of said rents or revenues, that Borrower has not performed, and will not perform, any acts or has not executed, and will not execute, any instrument which would prevent Lender from exercising its rights under this paragraph, and that at the time of execution of this Instrument there has been no anticipation or prepayment of any of the rents or revenues of the Real Property for more than one (1) month prior to the due dates of the same. Borrower covenants that Borrower will not hereafter collect or accept payment of any rents or revenues of the Real Property more than one (1) month prior to the due date of the same. Borrower further covenants that Borrower will execute and deliver to Lender such further assignments of rents and revenues of the Real Property as Lender may from time to time request. Upon (a) Borrower's breach 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), Lender may, in person, by agent or by a court appointed receiver, regardless of the adequacy of Lender's security, enter upon and take possession and maintain full control of the Real Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof and the conducting thereon of any business or businesses then being conducted by Borrower including, but not limited to, the execution or modification of leases, the collection of all rents and revenues of the Real Property, the making of repairs to the Real Property and the execution or termination of contracts providing for the management or maintenance of the Real Property or the conducting of such businesses thereon, all on such terms as are deemed best to protect the security of this Instrument. In the event Lender elects to seek the appointment of a receiver for the Real Property upon (a) Borrower's breach 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), such receiver shall be appointed as provided in Paragraph 20 below. Lender or the receiver shall be entitled to receive a reasonable fee for so managing the Real Property. All rents and revenues collected subsequent to 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) shall be applied first to the cost, if any, of taking control of and managing the Real Property and collecting the rents and revenues, including, but not limited to, attorneys' fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Real Property, premiums on insurance policies, taxes, assessments and other charges on the Real Property, and the costs of discharging any obligation or liability of Borrower as lessor or landlord of the Real Property, and then to the sums secured by this Instrument. Lender or the receiver shall have access to the books and records used in the operation and maintenance of the Real Property and shall be liable to account only for those rents and revenues actually received. If the rents and revenues of the Real Property are not sufficient to meet the costs, if any, of taking control of and managing the Real Property and collecting the same, any funds expended by Lender for such purposes shall become indebtedness of Borrower to Lender secured by this Instrument pursuant to the terms hereof. Unless Lender and Borrower agree in writing to other terms of payment, such amounts shall be immediately due and payable by Borrower and shall bear interest from the date of disbursement at the default rate stated under the terms of the Revolving Loan Agreement. Any entering upon and taking and maintaining of control of the Real Property by Lender or the receiver and any application of rents and revenues as provided herein shall not cure or waive any default hereunder or Event of Default under the Revolving Loan Agreement or invalidate any other right or remedy of Lender under applicable law or provided herein or in the Revolving Loan Agreement or any of the other Loan Documents. This assignment of rents and revenues of the Real Property shall terminate at such time as this Instrument ceases to secure indebtedness held by Lender. 11