CURRENT AND FUTURE LEASES AND RENTS, IT BEING INTENDED BY BORROWER THAT THIS
ASSIGNMENT CONSTITUTES A PRESENT, ABSOLUTE ASSIGNMENT AND NOT AN ASSIGNMENT FOR
ADDITIONAL SECURITY ONLY.
SUCH ASSIGNMENT SHALL NOT BE CONSTRUED TO BIND LENDER
TO THE PERFORMANCE OF ANY OF THE COVENANTS OR PROVISIONS CONTAINED IN ANY LEASE
OR OTHERWISE IMPOSE ANY OBLIGATION UPON LENDER.
NEVERTHELESS, SUBJECT TO THE
TERMS OF THIS PARAGRAPH, LENDER GRANTS TO BORROWER A REVOCABLE LICENSE TO
OPERATE AND MANAGE THE PROPERTY AND TO COLLECT THE RENTS SUBJECT TO THE
REQUIREMENTS OF THE LOAN AGREEMENT (INCLUDING THE DEPOSIT OF RENTS INTO THE
CLEARING ACCOUNT).
UPON AN EVENT OF DEFAULT, WITHOUT THE NEED FOR NOTICE OR
DEMAND, THE LICENSE GRANTED TO BORROWER HEREIN SHALL AUTOMATICALLY BE REVOKED,
AND LENDER SHALL IMMEDIATELY BE ENTITLED TO POSSESSION OF ALL RENTS IN THE
CLEARING ACCOUNT, THE DEPOSIT ACCOUNT (INCLUDING ALL SUBACCOUNTS THEREOF) AND
ALL RENTS COLLECTED THEREAFTER (INCLUDING RENTS PAST DUE AND UNPAID), WHETHER OR
NOT LENDER ENTERS UPON OR TAKES CONTROL OF THE PROPERTY.
BORROWER HEREBY GRANTS
AND ASSIGNS TO LENDER THE RIGHT, AT ITS OPTION, UPON REVOCATION OF THE LICENSE
GRANTED HEREIN, TO ENTER UPON THE PROPERTY IN PERSON, BY AGENT OR BY
COURT-APPOINTED RECEIVER TO COLLECT THE RENTS.
UNLESS PROHIBITED BY APPLICABLE
LAW, ANY RENTS COLLECTED AFTER THE REVOCATION OF SUCH LICENSE MAY BE APPLIED
TOWARD PAYMENT OF THE DEBT IN SUCH PRIORITY AND PROPORTIONS AS LENDER IN ITS
SOLE DISCRETION SHALL DEEM PROPER.
(B)
BORROWER SHALL NOT ENTER INTO, MODIFY,
AMEND, CANCEL, TERMINATE OR RENEW ANY LEASE EXCEPT AS PROVIDED IN SECTION 5.10
OF THE LOAN AGREEMENT.
3.
USE OF PROPERTY.
EXCEPT AS PROVIDED IN
THE LOAN AGREEMENT, (A) BORROWER SHALL NOT INITIATE, JOIN IN, ACQUIESCE IN OR
CONSENT TO ANY CHANGE IN ANY PRIVATE RESTRICTIVE COVENANT, ZONING LAW OR OTHER
PUBLIC OR PRIVATE RESTRICTION, LIMITING OR DEFINING THE USES WHICH MAY BE MADE
OF THE PROPERTY; (B) IF UNDER APPLICABLE ZONING PROVISIONS THE USE OF THE
PROPERTY IS OR SHALL BECOME A NONCONFORMING USE, BORROWER SHALL NOT CAUSE OR
PERMIT SUCH NONCONFORMING USE TO BE DISCONTINUED OR ABANDONED WITHOUT THE
CONSENT OF LENDER; AND (C) BORROWER SHALL NOT (I) CHANGE THE USE OF THE
PROPERTY, OR (II) PERMIT OR SUFFER TO OCCUR ANY WASTE ON OR TO THE PROPERTY.
4.
TRANSFER OR ENCUMBRANCE OF THE
PROPERTY.
(A)
BORROWER ACKNOWLEDGES THAT (I) LENDER HAS
EXAMINED AND RELIED ON THE CREDITWORTHINESS AND EXPERIENCE OF THE PRINCIPALS OF
BORROWER IN OWNING AND OPERATING PROPERTIES SUCH AS THE PROPERTY IN AGREEING TO
MAKE THE LOAN, (II) LENDER WILL CONTINUE TO RELY ON BORROWER'S OWNERSHIP OF THE
PROPERTY AS A MEANS OF MAINTAINING THE VALUE OF THE PROPERTY AS SECURITY FOR THE
DEBT, AND (III) LENDER HAS A VALID INTEREST IN MAINTAINING THE VALUE OF THE
PROPERTY SO AS TO ENSURE THAT, SHOULD BORROWER DEFAULT IN THE REPAYMENT OF THE
DEBT, LENDER CAN RECOVER THE DEBT BY A SALE OF THE PROPERTY.
BORROWER SHALL NOT
SELL, CONVEY, ALIENATE, MORTGAGE, ENCUMBER, PLEDGE OR OTHERWISE TRANSFER THE
PROPERTY OR