Common use of Maintenance and Repair of the Property; Alterations; Replacement of Equipment Clause in Contracts

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the Property. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) without Lender’s consent, which may be granted or withheld in Lender’s sole and absolute discretion and may be subject to such conditions as Lender shall, in its sole and absolute discretion, impose, take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructionsobstructions (unless such obstructions are as a result of repairs made in accordance with the terms hereof or if necessary to preserve safety or if required by Legal Requirements). All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, thereof nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, in each case in a manner which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument Instrument, the lien, if any, of equipment financing permitted pursuant to Section 2.02(g)(viii) hereof and the Permitted Encumbrances. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claimsclaims other than Permitted Encumbrances, Permitted Liens or equipment financing permitted pursuant to Section 2.02(g)(viii) hereof; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make or cause to be made all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall shall, except in connection with tenant improvement work under Space Leases entered into in accordance with the terms of this Security Instrument, not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, thereof which could diminish the value of the Property nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, alteration which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of on the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower Mortgagor hereby covenants and agrees: (a) Borrower Mortgagor shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower Mortgagor shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make or cause to be made all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower Mortgagor shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower Mortgagor shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or other Persons under Property Agreements, Borrower Mortgagor may fulfill its obligations hereunder by causing such tenants or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall Mortgagor shall, except in connection with tenant improvement work under Space Leases entered into in accordance with the terms of this Security Instrument, not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, thereof which could diminish the value of the Property nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, alteration which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Borrower Mortgagor represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of on the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager Mortgagor for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower Mortgagor in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower Mortgagor or constructed, assembled or placed by Borrower Mortgagor in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or BorrowerMortgagor, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower Mortgagor and specifically described in this Security Instrument, but at any and all times Borrower Mortgagor shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower Mortgagor shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower Mortgagor shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower Mortgagor shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the PropertyProperty necessary or appropriate for the use or operation thereof, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, ; nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, alteration which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed; provided, however, Borrower may make structural or exterior alterations to the Improvements or interior alterations of a non-structural type without Lender’s prior written consent provided that the aggregate cost of such alterations does not exceed $500,000. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan DocumentsDocuments or that is otherwise the property of tenants or hotel guests; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances, and further provided that Lender acknowledges that certain items of software relating to the accounting system, property management system and reservation system is presently leased to Manager, and that the foregoing lease shall terminate, and the Property shall no longer have the use thereof, in the event that Manager is no longer managing the Property pursuant to the Management Agreement. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility in Borrower’s prudent business judgment and (iii) not commit or suffer to be committed any intentional waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, ; nor consent to or permit any such demolition, removal, construction, restoration, addition or alterationalteration (hereinafter, referred to as an “Alteration”) which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, however, notwithstanding the foregoing, Borrower may make Alterations to the Improvements provided that: (i) a Default (whether or not it constitutes an Event of Default) shall not have occurred and be continuing; (ii) the pro-forma Debt Service Coverage (as determined by Lender in its reasonable discretion), during and after completion of said Alterations will be at least equal to the Debt Service Coverage prior to the Alteration; (iii) Borrower shall provide plans and specifications, which were prepared by an Architect or Engineer and which were previously approved by all Governmental Authorities the approval of which is required, to Lender for Lender’s approval, which approval shall not be unreasonably withheld; (iv) such Alterations shall be performed by a licensed, if required by applicable law, reputable construction company with experience with work similar in scope and type to the Alterations and under the supervision of an Architect or Engineer; (v) such Alterations shall not result in the Property violating any Environmental Laws, Legal Requirements, Leases or Property Agreements; (vi) such Alterations shall not result in a Material Adverse Effect; (vii) such Alterations shall be performed in a first class manner, (viii) Lender shall have the right to inspect the Alterations at all reasonable times during the construction process upon reasonable prior notice; (ix) such Alterations shall be completed within nine (9) months of commencement and at least twelve (12) months prior to Maturity; (x) an Architect or Engineer or Person otherwise reasonably acceptable to Lender shall have delivered to Lender a certificate estimating the costs of completing the Alterations and Borrower shall have delivered to Lender (A) evidence satisfactory to Lender in its reasonable discretion of cash in an amount equal to the estimated costs of completion of the Alterations, or (B) a completion bond in form, substance and issued by a surety company reasonably acceptable to Lender; (xi) the total cost of the Alterations shall not exceed five percent (5%) of the Allocated Loan Amount, obtained by Borrower at Borrower’s sole cost and expense or such other evidence as may be acceptable to Lender; and (xii) Borrower shall diligently pursue completion of the Alterations; provided, however, Borrower may make structural or exterior Alterations to the Improvements or interior Alterations of a non-structural type without Lender’s prior written consent provided that the aggregate cost of such Alterations does not exceed $250,000.00. Neither the approval by Lender of any required plans and specifications for the Alterations nor the inspection by Lender of the Alterations shall make Lender responsible for the preparation of such plans and specifications, or the compliance of such plans and specifications or the Alterations, with any applicable law, regulation, ordinance, covenant or agreement. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agreesagrees that: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of maintain the Property and, to the extent same are the responsibility of Borrower (and to the extent same are not the responsibility of Borrower, shall request the responsible Person or cause or permit governmental agency maintain), the use or occupancy of any part of sidewalks and curbs adjoining the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take in good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, repair and shall keep the same in good, safe and insurable condition and in compliance with all existing and future applicable Legal Requirements, (ii) promptly make all necessary repairs and replacements to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and similar buildings for their present uses, (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the Property and (iv) not abandon the Property. Unless a governmental agency is responsible for same, Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, in front of or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs and replacements made by Borrower shall (i) be made with first-materials appropriate for the class materialsand character of the Property as it exists as of the date hereof, in a good and workmanlike manner, shall (ii) be equal or better in quality and class to the original work and shall work, (iii) comply with all applicable Legal Requirements and Insurance Requirements. To Requirements and (iv) be at Borrower’s sole expense (unless the extent any obligation of the above obligations are obligations of tenants under Space Leases or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder reimbursed by causing such tenants or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacementsresponsible parties). (cb) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided hereinin Article III hereof, restore, restore or alter the Property or any portion thereof, nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, which would diminish the value of the Property foregoing, without Lender’s prior written consent in each instance, which consent may be given or withheld in Lender’s discretion. Notwithstanding the foregoing, Lender’s consent shall not be unreasonably withheld or delayed. (d) Borrower represents and warrants required with respect to Lender that together with Equipment owned alterations made by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance tenants of the Property in accordance with their Leases. Notwithstanding the Loan Documents; foregoing, Borrower shall be permitted to perform work on existing Improvements (i.e., without expanding the existing gross square footage of the Improvements) for tenant improvements in accordance with existing Leases or Leases made in accordance with this Deed of Trust and/or to add additional structural supports to the existing Improvements without Lender’s prior written consent provided the following additional conditions are satisfied: (i) no structural supports or load-bearing walls are removed or materially modified, (ii) such work is performed in accordance with the Equipment and the leased equipment constitute all last sentence of the fixturesSection 7.1(a) above, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all Borrower delivers to Lender prior to the commencement of such work an Officer’s Certificate which describes the Equipment nature of such work and estimated cost of completion of such work in reasonable detail, (iv) such work does not violate the terms of any Lease and (v) if the cost of such work (together with any amounts on deposit in reserves established with Lender for such purpose) exceeds Five Hundred Thousand Dollars ($500,000), Borrower deposits an amount with Lender as is free reasonably determined by Lender to cover the cost of completion of such work or delivers to Lender a clean, irrevocable, evergreen letter of credit in form and clear substance acceptable to Lender and from a bank with a Standard of all liensPoor’s rating of at least “AA” and otherwise reasonable acceptable to Lender (or, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower in and if such work relates to all extensions, tenant improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower sufficient sums are on deposit in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each a reserve with Lender for such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrumentpurpose). (ec) Notwithstanding the provisions of this Security Instrument Deed of Trust to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. If required for the operation of the Improvements, Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary required repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility Property and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, reasonably clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, nor consent to thereof or permit any such demolition, removal, construction, restoration, addition or alterationalteration if the same would, which would upon completion of the work, diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance by Borrower of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance by Borrower of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted EncumbrancesEncumbrances and the rights of lessors under equipment leases entered into in accordance with the terms of this Security Instrument. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility in Borrower’s prudent business judgment and (iii) not commit or suffer to be committed any intentional waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, ; nor consent to or permit any such demolition, removal, construction, restoration, addition or alterationalteration (hereinafter, referred to as an “Alteration”) which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, however, notwithstanding the foregoing, Borrower may make Alterations to the Improvements provided that: (i) a Default (whether or not it constitutes an Event of Default) shall not have occurred and be continuing; (ii) the pro-forma Debt Service Coverage (as determined by Lender in its reasonable discretion), during and after completion of said Alterations will be at least equal to the Debt Service Coverage prior to the Alteration; (iii) Borrower shall provide plans and specifications, which were prepared by an Architect or Engineer and which were previously approved by all Governmental Authorities the approval of which is required, to Lender for Lender’s approval, which approval shall not be unreasonably withheld; (iv) such Alterations shall be performed by a licensed, if required by applicable law, reputable construction company with experience with work similar in scope and type to the Alterations and under the supervision of an Architect or Engineer; (v) such Alterations shall not result in the Property violating any Environmental Laws, Legal Requirements, Leases or Property Agreements; (vi) such Alterations shall not result in a Material Adverse Effect; (vii) such Alterations shall be performed in a first class manner, (viii) Lender shall have the right to inspect the Alterations at all reasonable times during the construction process upon reasonable prior notice; (ix) such Alterations shall be completed within nine (9) months of commencement and at least twelve (12) months prior to Maturity; (x) an Architect or Engineer or Person otherwise reasonably acceptable to Lender shall have delivered to Lender a certificate estimating the costs of completing the Alterations and Borrower shall have delivered to Lender (A) evidence satisfactory to Lender in its reasonable discretion of cash in an amount equal to the estimated costs of completion of the Alterations, or (B) a completion bond in form, substance and issued by a surety company reasonably acceptable to Lender; (xi) the total cost of the Alterations shall not exceed five percent (5%) of the Loan Amount, obtained by Borrower at Borrower’s sole cost and expense or such other evidence as may be acceptable to Lender; and (xii) Borrower shall diligently pursue completion of the Alterations; provided, however, Borrower may make structural or exterior Alterations to the Improvements or interior Alterations of a non-structural type without Lender’s prior written consent provided that the aggregate cost of such Alterations does not exceed $250,000.00. Neither the approval by Lender of any required plans and specifications for the Alterations nor the inspection by Lender of the Alterations shall make Lender responsible for the preparation of such plans and specifications, or the compliance of such plans and specifications or the Alterations, with any applicable law, regulation, ordinance, covenant or agreement. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower Grantor hereby covenants and agrees: (a) Borrower Grantor shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower Grantor shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower Grantor shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower Grantor shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower Grantor may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Borrower Grantor shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, ; nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, alteration which would diminish the value of the Property without Lender’s prior written consent in each instanceinstance (it being acknowledged that the work set forth in the CAP Escrow Agreement is consented to by Lender), which consent shall not be unreasonably withheld or delayed. (d) Borrower Grantor represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager Grantor for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower Grantor in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower Grantor or constructed, assembled or placed by Borrower Grantor in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or BorrowerGrantor, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower Grantor and specifically described in this Security Instrument, but at any and all times Borrower Grantor shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower Grantor shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower Grantor shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower Grantor shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower Xxxxxxxx shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “"repair” " and “"repairs” " shall be deemed to include all necessary replacements. (c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Property or any portion thereof, ; nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration, alteration which would diminish the value of the Property without Lender’s 's prior written consent in each instance, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property, except management software owned by the Manager; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower Xxxxxxxx in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender Xxxxxx or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “"Equipment” " and shall be covered by the security interest herein granted.

Maintenance and Repair of the Property; Alterations; Replacement of Equipment. Borrower hereby covenants and agrees: (a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the Property, or any portion thereof, to a condominium or cooperative form of ownership. (b) Borrower shall, or shall cause Operating Tenant to, at its expense, (i) take good care of the Property including grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable condition and in compliance with all applicable Legal Requirements, (ii) promptly make all necessary repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or suffer to be committed any waste of the Property or do or suffer to be done anything which will impair the value of the Property or increase in any respect the risk of fire or other hazard to the PropertyProperty or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All repairs made by Borrower shall be made with first-class materials, in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by causing such tenants tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As used herein, the terms “repair” and “repairs” shall be deemed to include all necessary replacements. (c) Except as provided under the terms hereof, Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein, construct or restore, or alter the Property or any portion thereof; nor, nor except as provided under the terms hereof, consent to or permit any such demolition, removal, construction, restoration, addition or alteration, alteration which would diminish the value of the Property without Lender’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Borrower represents and warrants to Lender that together with Equipment owned by Operating Tenant and Manager (i) there are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower and/or Operating Tenant and/or Manager for the management, operation or maintenance of the Property in accordance with the Loan Documents; (ii) the Equipment and the leased equipment constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens, except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though now owned by Borrower Xxxxxxxx and specifically described in this Security Instrument, but at any and all times Borrower shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the purpose of specifically subjecting the same to the lien and security interest of this Security Instrument. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a Material Adverse Effect, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to, or alterations permitted without Borrower’s consent by, the terms of a Lease approved by Lender or which does not require Lender’s approval, or (b) except as provided in (c) or (d) below, do not adversely affect any structural component of any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed $500,000, (c) are performed in connection with restoration or repair after the occurrence of damage or destruction in accordance with the terms and provisions of this Security Instrument, or (d) are performed in connection with construction work involving the expansion of “Parking Garage No. 6” situated on the Parking Property so song as such construction work does not materially impair parking operations or revenues at the Property. (e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All such replacements or additional equipment shall be deemed to constitute “Equipment” and shall be covered by the security interest herein granted.