REASONABLY SATISFACTORY TO
LENDER, AS MAY HEREAFTER BE REASONABLY REQUESTED IN WRITING BY LENDER TO FURTHER
EVIDENCE AND CONFIRM SUCH ASSIGNMENT.
NEVERTHELESS, SUBJECT TO THE TERMS OF
THIS SECTION 5.1(Z), LENDER GRANTS TO BORROWER A LICENSE TO LEASE, MAINTAIN,
OPERATE AND MANAGE THE MORTGAGED PROPERTY AND TO COLLECT, USE AND APPLY THE
RENTS IN ACCORDANCE WITH THE TERMS HEREOF AND OTHERWISE ACT AS THE LANDLORD
UNDER THE LEASES, WHICH LICENSE SHALL BE DEEMED AUTOMATICALLY REVOKED UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT UNDER THIS
AGREEMENT.
ANY PORTION OF THE RENTS HELD BY BORROWER SHALL BE HELD IN 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, AND (B) WITH ANY AFFILIATES
OF BORROWER, EXCEPT AS INDICATED IN SCHEDULE 7 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