FORM OF CAPSTONE ASSIGNMENT OF RENTS & LEASES

RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: HASKINS W. JONES JOHNSTON BARTON PROCTOR & POWELL LLP 1901 SIXTH AVENUE NORTH 2900 AMSOUTH/HARBERT PLAZA BIRMINGHAM, ALABAMA 35203 (205) 458-9400







ASSIGNMENT OF RENTS AND LEASES





THIS ASSIGNMENT made as of the _______________________, by ________ __________________________________________________________ (the "Borrower"), to ___________________________________________________________________ ("Lender").





R E C I T A L S:



This Assignment is made as additional security for the payment of indebtedness due or to become due from time to time by Borrower to Lender in the principal amount of up to ____________________________________ Dollars ($____________) (the "Loan"), with interest thereon as evidenced by a Note of even date herewith in said amount (the "Note") executed and delivered by Borrower to Lender, and as additional security for the full and faithful performance by Borrower of all the terms and conditions of the Note, all obligations pursuant to a Loan Agreement between Borrower and Lender of even date herewith (the "Loan Agreement") and a certain Mortgage and Security Agreement of even date herewith (the "Mortgage") executed and delivered by Borrower to or for the benefit of Lender with respect to the property described in Exhibit A in order to secure the payment of the Note, and all other obligations pursuant to documents now or hereafter executed by Borrower in connection with the Loan.





NOW, THEREFORE, in consideration of the foregoing Recitals, and as an inducement to the Lender to make the Loan to Borrower, Borrower does hereby sell, assign, transfer and set over unto Lender, its successors and assigns, all of Borrower's interest in and to all leases presently existing or hereafter made, whether written or verbal, or any letting of, or agreement for the use or occupancy of, any part of the property described in Exhibit A attached hereto, and the improvements now or hereafter located thereon, including, without limitation, all the rents, issues, and profits now due and which may hereafter become due under or by virtue of said leases and agreements.



Borrower agrees that this Assignment shall cover all future leases, whether written or verbal, or any letting of, or any agreement for the use or occupancy of, any part of said property.



Borrower further agrees that it will not assign the rent or any part of the rent of said property, nor collect rents under any leases or other agreements relating to use of any part of the property, for a period further in advance than one (1) month without the written consent of the Lender, nor do any other act whereby the lien of the Mortgage or this Assignment may, in the reasonable opinion of the Lender, be impaired in value or quality.



Borrower agrees that it has not and will not enter into any lease except as expressly permitted by the Loan Agreement.



Borrower further agrees that this Assignment is to remain in full force and effect until such time as the Note and all other obligations secured hereby are paid in full of otherwise satisfied.



Although it is the intention of the parties that this instrument to be a present assignment, it is expressly understood and agreed by Borrower and Lender that said Borrower reserves, and is entitled to collect, said rents, income and profit upon, but not more than one (1) month in advance of, their accrual under the aforesaid leases, and to retain, use and enjoy the same u ...