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
4
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, (II) PERMIT OR SUFFER TO OCCUR ANY
WASTE ON OR TO THE PROPERTY, OR (III) TAKE ANY STEPS TO CONVERT THE PROPERTY TO
A CONDOMINIUM OR COOPERATIVE FORM OF OWNERSHIP.
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 ANY
PART THEREOF, OR SUFFER OR PERMIT ANY TRANSFER TO OCCUR, OTHER THAN A PERMITTED
TRANSFER OR AS OTHERWISE EXPRESSLY PERMITTED UNDER THE LOAN DOCUMENTS.