TRUST FOR THE BENEFIT OF
LENDER FOR USE IN THE PAYMENT OF THE INDEBTEDNESS. UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT AND DURING THE CONTINUANCE THEREOF, THE LICENSE GRANTED TO
BORROWER HEREIN SHALL AUTOMATICALLY BE REVOKED, AND LENDER SHALL IMMEDIATELY BE
ENTITLED TO POSSESSION OF ALL RENTS, WHETHER OR NOT LENDER ENTERS UPON OR TAKES
CONTROL OF THE MORTGAGED PROPERTY. LENDER IS HEREBY GRANTED AND ASSIGNED BY
BORROWER THE RIGHT, AT ITS OPTION, UPON REVOCATION OF THE LICENSE GRANTED
HEREIN, TO ENTER UPON THE MORTGAGED PROPERTY IN PERSON, BY AGENT OR BY
COURT-APPOINTED RECEIVER TO COLLECT THE RENTS. ANY RENTS COLLECTED AFTER THE
REVOCATION OF THE LICENSE SHALL BE APPLIED TOWARD PAYMENT OF THE INDEBTEDNESS AS
SET FORTH IN SECTION 2.8 HEREOF.
(II)
ALL LEASES ENTERED INTO BY BORROWER SHALL PROVIDE FOR RENTAL
RATES COMPARABLE TO THEN-EXISTING LOCAL MARKET RATES AND TERMS AND CONDITIONS
COMMERCIALLY REASONABLE AND CONSISTENT WITH THEN-PREVAILING LOCAL MARKET TERMS
AND CONDITIONS FOR SIMILAR TYPE PROPERTIES, AND IN NO EVENT SHALL BORROWER,
ABSENT LENDER'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED, ENTER INTO ANY LEASES (A) OTHER THAN LEASES OF HOMESITES TO
OWNERS AND OCCUPANTS OF RESIDENTIAL MANUFACTURED HOMES OR MOBILE HOMES HAVING
LEASE TERMS NOT IN EXCESS OF TWO YEARS, UNLESS SO REQUIRED BY APPLICABLE STATE
LAW, AND (B) WITH ANY AFFILIATES OF BORROWER, EXCEPT AS INDICATED IN SCHEDULE 4
ATTACHED HERETO. BORROWER SHALL FURNISH LENDER WITH (1) DETAILED TERM SHEETS IN
ADVANCE IN THE CASE OF ANY LEASES, MODIFICATIONS, AMENDMENTS OR RENEWALS FOR
WHICH LENDER'S CONSENT IS REQUIRED AND (2) IN THE CASE OF ANY OTHER LEASES,
EXECUTED COPIES OF SUCH LEASES UPON WRITTEN REQUEST. ALL RENEWALS OR AMENDMENTS
OR MODIFICATIONS OF LEASES THAT DO NOT SATISFY THE REQUIREMENTS OF THE FIRST
SENTENCE OF THIS SECTION 5.1(Z)(II) SHALL BE SUBJECT TO THE PRIOR APPROVAL OF
LENDER, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. ALL LEASES
ENTERED INTO AFTER THE CLOSING DATE WITH NEW TENANTS (I.E. NOT RENEWALS OF
EXISTING TENANTS AS OF THE CLOSING DATE) SHALL BE WRITTEN ON THE STANDARD LEASE
FORM FOR NEW TENANTS PREVIOUSLY APPROVED BY LENDER WHICH FORM AS OF THE CLOSING
DATE IS SET FORTH ON SCHEDULE 10 ATTACHED HERETO; PROVIDED THAT NOTWITHSTANDING
THE FOREGOING, THE BORROWER MAY MODIFY ANY STANDARD LEASE FORM WITHOUT SUCH
APPROVAL TO THE EXTENT NECESSARY TO CONFORM SUCH FORM TO ANY APPLICABLE LEGAL
REQUIREMENTS (AND, UPON REASONABLE REQUEST OF THE LENDER, THE BORROWER SHALL
NOTIFY THE LENDER IN WRITING WITH RESPECT TO ANY SUCH MODIFICATION). THE
BORROWER SHALL NOT MATERIALLY CHANGE THE STANDARD LEASE FORM WITHOUT LENDER'S
PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED, OR EXCEPT AS NECESSARY TO COMPLY WITH APPLICABLE LEGAL REQUIREMENTS.
BORROWER,
(A)
SHALL OBSERVE AND PERFORM ALL OF THE MATERIAL OBLIGATIONS IMPOSED
UPON THE LESSOR UNDER THE LEASES AND SHALL NOT DO OR PERMIT TO BE DONE ANYTHING
TO MATERIALLY IMPAIR THE VALUE OF THE LEASES AS SECURITY FOR THE INDEBTEDNESS;
(B)
SHALL NOT EXECUTE ANY OTHER ASSIGNMENT