Common use of Limitation on Alterations and Demolition Clause in Contracts

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan Agreement, then, in either of such events, the Mortgagee's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor may make such change with the prior written consent of the Mortgagee, which consent the Mortgagee will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the Mortgagee, be submitted to the Mortgagee for approval, and (b) that the Mortgagor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee in form and amount reasonably satisfactory to the Mortgagee from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 in aggregate total cost. All work performed by or on behalf of the Mortgagor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor in the course of complying with any other of the provisions of this Mortgage. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the Mortgagee. The Mortgagor will pay on demand the reasonable expenses incurred by the Mortgagee in the review of plans and specifications provided for in this Mortgage. 2.7.2. The Mortgagor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the Mortgagee) unless consent of the Mortgagee is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the Mortgagee, which consent will not be unreasonably withheld or delayed. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor shall not be required to replace the item so removed.

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan Agreement, then, in either of such events, the Mortgagee's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor may make such change with the prior written consent of the Mortgagee, which consent the Mortgagee will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the Mortgagee, be submitted to the Mortgagee for approval, and (b) that the Mortgagor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee in form and amount reasonably satisfactory to the Mortgagee from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 in aggregate total cost. All work performed by or on behalf of the Mortgagor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor in the course of complying with any other of the provisions of this Mortgage. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction construc- FRK11625.A05 285741572 01/09/97 KDF: tion shall be furnished to the Mortgagee. The Mortgagor will pay on demand the reasonable expenses incurred by the Mortgagee in the review of plans and specifications provided for in this Mortgage. 2.7.2. The Mortgagor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the Mortgagee) unless consent of the Mortgagee is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the Mortgagee, which consent will not be unreasonably withheld or delayed. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor shall not be required to replace the item so removed.

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor Trustor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the MortgageeBeneficiary, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan Agreement, then, in either of such events, the MortgageeBeneficiary's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor Trustor may make such change with the prior written consent of the MortgageeBeneficiary, which consent the Mortgagee Beneficiary will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee Beneficiary may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the MortgageeBeneficiary, be submitted to the Mortgagee Beneficiary for approval, and (b) that the Mortgagor Trustor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee Beneficiary in form and amount reasonably satisfactory to the Mortgagee Beneficiary from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 in aggregate total cost. All work performed by or on behalf of the Mortgagor Trustor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee Beneficiary and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor Trustor in the course of complying with any other of the provisions of this MortgageTrust Deed. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the MortgageeBeneficiary. The Mortgagor Trustor will pay on demand the reasonable expenses incurred FRK11623.A05 285741572 01/09/97 KDF: by the Mortgagee Beneficiary in the review of plans and specifications provided for in this MortgageTrust Deed. 2.7.2. The Mortgagor Trustor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor Trustor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the MortgageeBeneficiary) unless consent of the Mortgagee Beneficiary is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the MortgageeBeneficiary, which consent will not be unreasonably withheld or delayed. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor Trustor shall not be required to replace the item so removed.

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 500,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan AgreementNote, then, in either of such events, the Mortgagee's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor may make such change with the prior written consent of the Mortgagee, which consent the Mortgagee will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the Mortgagee, be submitted to the Mortgagee for approval, and (b) that the Mortgagor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee in form and amount reasonably satisfactory to the Mortgagee from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 500,000 in aggregate total costcost and (c) that the contractor(s) deliver and file, prior to commencing any work, a waiver of mechanics lien. Notwithstanding the above, the Mortgagee hereby consents to the Mortgagor's demolition of the Pastibilities building and Xxxx Xxxxxx Grocery Co., Inc. addition. All work performed by or on behalf of the Mortgagor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor in the course of complying with any other of the provisions of this Mortgage. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the Mortgagee. The Mortgagor will pay on demand the reasonable expenses incurred by the Mortgagee in the review of plans and specifications provided for in this Mortgage. 2.7.2. The Mortgagor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the Mortgagee) unless consent of the Mortgagee is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the Mortgagee, which consent will not be unreasonably withheld or delayedwithheld. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor shall not be required to replace the item so removed.

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 1,000,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan AgreementNote, then, in either of such events, the Mortgagee's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor may make such change with the prior written consent of the Mortgagee, which consent the Mortgagee will not unreasonably withhold or delay. As a condition to any consent under this SECTION Section 2.7.1, the Mortgagee may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the Mortgagee, be submitted to the Mortgagee for approval, and (b) that the Mortgagor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee in form and amount reasonably satisfactory to the Mortgagee from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 1,000,000 in aggregate total costcost and (c) that the contractor(s) deliver and file, prior to commencing any work, a waiver of mechanics lien. All work performed by or on behalf of the Mortgagor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION Section 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION Section 2.7.1. shall apply to any change made or required to be made by the Mortgagor in the course of complying with any other of the provisions of this Mortgage. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the Mortgagee. The Mortgagor will pay on demand the reasonable expenses incurred by the Mortgagee in the review of plans and specifications provided for in this Mortgage. 2.7.2. The Mortgagor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the Mortgagee) unless consent of the Mortgagee is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the Mortgagee, which consent will not be unreasonably withheld or delayedwithheld. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor shall not be required to replace the item so removed.

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor Trustor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the MortgageeBeneficiary, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan Agreement, then, in either of such events, the MortgageeBeneficiary's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor Trustor may make such change with the prior written consent of the MortgageeBeneficiary, which consent the Mortgagee Beneficiary will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee FRK11626.A05 285741572 01/09/97 KDF: Beneficiary may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the MortgageeBeneficiary, be submitted to the Mortgagee Beneficiary for approval, and (b) that the Mortgagor Trustor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee Beneficiary in form and amount reasonably satisfactory to the Mortgagee Beneficiary from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 in aggregate total cost. All work performed by or on behalf of the Mortgagor Trustor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee Beneficiary and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor Trustor in the course of complying with any other of the provisions of this MortgageTrust Deed. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the MortgageeBeneficiary. The Mortgagor Trustor will pay on demand the reasonable expenses incurred by the Mortgagee Beneficiary in the review of plans and specifications provided for in this MortgageTrust Deed. 2.7.2. The Mortgagor Trustor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor Trustor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the MortgageeBeneficiary) unless consent of the Mortgagee Beneficiary is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the MortgageeBeneficiary, which consent will not be unreasonably withheld or delayed. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor shall not be required to replace the item so removed.FRK11626.A05 285741572 01/09/97 KDF:

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the Mortgagee, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan Agreement, then, in either of such events, the Mortgagee's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor may make such change with the prior written consent of the Mortgagee, which consent the Mortgagee will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the Mortgagee, be submitted to the Mortgagee for approval, and (b) that the Mortgagor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee in form and amount reasonably satisfactory to the Mortgagee from the contractor or subcontractor performing the work unless such work amounts to less than $200,000 in aggregate total cost. All work performed by or on behalf of the Mortgagor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee and unless FRK11497.A15 FRK11624.A05 285741572 12/05/96 01/09/97 KDF:ac1 : provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor in the course of complying with any other of the provisions of this Mortgage. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the Mortgagee. The Mortgagor will pay on demand the reasonable expenses incurred by the Mortgagee in the review of plans and specifications provided for in this Mortgage. 2.7.2. The Mortgagor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the Mortgagee) unless consent of the Mortgagee is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the Mortgagee, which consent will not be unreasonably withheld or delayed. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor shall not be required to replace the item so removed.

Limitation on Alterations and Demolition. 2.7.1. The Mortgagor Trustor shall not voluntarily demolish, replace or alter the Mortgaged Premises, or any part thereof, or voluntarily make any addition thereto, or voluntarily construct any additional improvements thereon, or suffer any of the same to occur, whether structural or otherwise (collectively, "change"), without the prior written consent of the MortgageeBeneficiary, which consent shall not be unreasonably withheld or delayed; provided, however, that if no Event of Default is continuing and such change involves an estimated cost of less than $100,000 and is non-structural or if no Event of Default is continuing and such change is non-structural and is being made to prepare space for a Space Tenant pursuant to a Space Lease entered into in accordance with the Loan Agreement, then, in either of such events, the MortgageeBeneficiary's consent shall not be required; provided, further, however, that if any such change is required by law, the Mortgagor Trustor may make such change with the prior written consent of the MortgageeBeneficiary, which consent the Mortgagee Beneficiary will not unreasonably withhold or delay. As a condition to any consent under this SECTION 2.7.1, the Mortgagee Beneficiary may require (a) that plans and specifications for the proposed work, prepared by a reputable architect reasonably satisfactory to the MortgageeBeneficiary, be submitted to the Mortgagee Beneficiary for approval, and (b) that the Mortgagor Trustor obtain a payment and performance bond or other security reasonably satisfactory to the Mortgagee Beneficiary in form and amount reasonably satisfactory to the Mortgagee Beneficiary from the FRK11622.A05 285741572 01/09/97 KDF: contractor or subcontractor performing the work unless such work amounts to less than $200,000 in aggregate total cost. All work performed by or on behalf of the Mortgagor Trustor shall be completed with all reasonable diligence and continuity, in a good and workmanlike manner, and in compliance with all applicable Legal Requirements. Unless, and to the extent that, the provisions of SECTION 2.7.2 be applicable, no Building Service Equipment or Furnishings shall be removed from the Mortgaged Premises during the course of any such work without prior notification to the Mortgagee Beneficiary and unless FRK11497.A15 285741572 12/05/96 KDF:ac1 provision is made for return or replacement on or prior to the completion of the work. The provisions of this SECTION 2.7.1. shall apply to any change made or required to be made by the Mortgagor Trustor in the course of complying with any other of the provisions of this MortgageTrust Deed. A duplicate set of all plans and specifications required to be filed with any Governmental Authority prior to, or at any time in connection with, any such alteration, demolition or new construction shall be furnished to the MortgageeBeneficiary. The Mortgagor Trustor will pay on demand the reasonable expenses incurred by the Mortgagee Beneficiary in the review of plans and specifications provided for in this MortgageTrust Deed. 2.7.2. The Mortgagor Trustor shall have the right, at any time and from time to time, to remove and dispose of any item of Building Service Equipment or Furnishings which may have become obsolete or unfit for use or which is no longer useful in the operation of the Improvements, provided that the Mortgagor Trustor promptly replaces such item with other Building Service Equipment or Furnishings, free of superior title, liens or claims (other than in favor of the MortgageeBeneficiary) unless consent of the Mortgagee Beneficiary is first obtained, not necessarily of the same character but of at least equal quality, value and usefulness in connection with the operation and maintenance of the Mortgaged Premises, provided, further, however, no removal of any item of Building Service Equipment or Furnishings then having a fair market value of $50,000 or more shall be made without the prior written consent of the MortgageeBeneficiary, which consent will not be unreasonably withheld or delayed. However, if by reason of technological or other developments in the operation and maintenance of buildings and other improvements of the general character of the Improvements or a change in the use of the Mortgaged Premises or any part thereof, no replacement of the Building Service Equipment or Furnishings so removed would be necessary or desirable for the proper operation or maintenance of the Improvements, the Mortgagor Trustor shall not be required to replace the item so removed.. FRK11622.A05 285741572 01/09/97 KDF: