Common use of Maintenance of Improvements Clause in Contracts

Maintenance of Improvements. (a) None of the Improvements shall be structurally or otherwise materially altered, removed or demolished, nor shall any fixtures or any portion of the Collateral on, in or about the Premises be severed, removed, sold, mortgaged or otherwise encumbered, without the prior written consent of Mortgagee in each case; except, however, that Mortgagor shall have the right, without such consent, to remove and dispose of, free from the lien of this Mortgage such Collateral as from time to time may become worn out or obsolete, provided that simultaneously with or prior to such removal, such Collateral shall be replaced with other new Collateral of like kind and quality, and by such removal, Mortgagor shall be deemed to have subjected the replacement Collateral to the lien of this Mortgage. Any Improvements or any of the Collateral which are demolished or destroyed in whole or in part shall be replaced promptly by similar Improvements and articles of personal property of comparable quality, condition and value as those demolished or destroyed, thereupon becoming part of the Mortgaged Property free from any other lien or security interest or encumbrance on or reservation of title to such property. Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof and shall keep and maintain (or cause to be kept and maintained) the same in good repair and condition. Mortgagor shall make (or cause to be made) all necessary and proper repairs and replacements so that all components of the Mortgaged Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were erected or installed, other than for matters of health and safety prior to the demolition thereof. (b) Mortgagor hereby grants to Mortgagee and its agents the right in their reasonable discretion, and subject to the rights of occupants of the Improvements and their security and confidentiality procedures but Mortgagee shall have no obligation, to enter upon the Premises at any time for the purpose of inspecting and appraising the Mortgaged Property and conducting tests and surveys thereof. In the event that Mortgagor shall fail fully to comply with any of the requirements of this Paragraph 5 after prior written notice by Mortgagee to Mortgagor, without prejudice to any other right or remedy that may be available to Mortgagee in such event, Mortgagee shall have the right to recover, as damages for such failure, an amount equivalent to the cost required to restore the Mortgaged Property to the condition hereby required. (c) Mortgagor hereby covenants and agrees to comply with, and to cause all occupants of all or any portion of the Mortgaged Property to comply with, all applicable zoning, building, use and environmental restrictions and all laws, rules, statutes, ordinances, regulations, orders and requirements, including, without limitation, environmental matters and notices of violation of all governmental authorities having jurisdiction over the Mortgaged Property or the maintenance, use and operation thereof, and all applicable restrictions, agreements and requirements, whether or not of record (collectively, "Laws"). Mortgagor will deliver to Mortgagee within ten (10) days after receipt thereof any additional permits or renewals, issued and approved or disapproved with respect to the Mortgaged Property. Mortgagor hereby indemnifies Mortgagee and its officers, directors, shareholders, employees, agents and partners and their respective heirs, successors and assigns (collectively, "Indemnified Parties") and agrees to defend and hold the Indemnified Parties harmless from and against any and all claims, demands, loss, cost, damage, liability or expense incurred or suffered by the Indemnified Parties arising from any failure of the Mortgaged Property to comply with Laws, or from any failure of Mortgagor to obtain, maintain or renew, or to have obtained, maintained or renewed, any permit or approval required with respect to the Mortgaged Property. The foregoing indemnification and agreement shall survive the release of this Mortgage and the payment or other satisfaction of the indebtedness secured hereby. Upon any default by the Mortgagor in satisfying its obligations under this paragraph 5 after thirty (30) days notice from Mortgagee, Mortgagee at its option may put the Mortgaged Property into reasonable condition and repair, and all sums paid by Mortgagee for such purpose purposes shall, together with interest thereon, be added to the amount secured hereunder and be payable on demand. Mortgagor will not, without obtaining the prior written consent of the Mortgagee, initiate, join in or consent to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or defining the uses that may be made of the Mortgaged Property or any part thereof.

Maintenance of Improvements. Tenant shall keep the Premises and MOB clean and in good condition and repair consistent with an Institutional Quality Medical Office Building. Tenant shall make all necessary repairs and replacements of the Premises and MOB so that the same are kept structurally sound, neat and clean in appearance and acceptable to Landlord. Tenant shall not commit waste or damage or allow the Premises or MOB to suffer waste or damage. When used in this ARTICLE 11, “repairs” shall include all replacements, renewals, alterations, additions and betterments. All repairs made by Tenant shall be at least equal in quality and functionality to the original work performed in constructing the Improvements and shall be made by Tenant in accordance with all Legal Requirements. Without limiting Tenant’s obligations under this Section 11.2, Tenant shall have and keep in force a maintenance contract, in form and with a contractor satisfactory to Landlord, providing for quarterly inspection of the Premises’ heating, ventilating and air conditioning equipment, and providing for necessary maintenance thereof and repairs thereto. Such contract shall provide that it will not be cancelable by either party without thirty (30) days prior written notice to Landlord. In addition to the foregoing, Tenant agrees to perform the repairs and/or maintenance, as applicable, described on Exhibit 11.2 attached hereto and made a part hereof (the “Cap-X Work”), at Tenant’s sole cost and expense, and in no event will the costs of such repairs and/or maintenance be passed on or passed through to tenants under any Space Leases. In order to secure Tenant’s obligations to timely complete the Cap-X Work identified on Exhibit 11.2 as “Immediate” and “Year 1”, XX-XX Florida MOB Venture, LLC, a Delaware limited liability company and sole member of Tenant (the “Joint Venture”), (i) has established, on or prior to the Commencement Date, a separate bank account (the “Bank Account”) at Bank of America (the “Bank”) with an initial balance of not less than $5,454,495.00 (the “Cap-X Funds”), and (ii) hereby pledges and assigns to Landlord, and grants to Landlord a first priority security interest in, all of the Joint Venture’s right, title and interest in and to the Bank Account (including, without limitation, the Cap-X Funds). This Lease is, among other things, intended by the parties to be a security agreement for purposes of the uniform commercial code in effect in the State of Florida (the “UCC”), and Landlord shall have the right to file and/or record a UCC-1 financing statement against the Joint Venture to perfect its security interest in the Bank Account (including, without limitation, the Cap-X Funds). In addition, on or prior to the Commencement Date, the Joint Venture, the Bank and Landlord shall execute and deliver a deposit account control agreement with respect to the Bank Account, in a form reasonably acceptable to Landlord and the Bank. Landlord acknowledges that (a) None the Joint Venture has funded the Cap-X Funds into the Bank Account for the benefit of Tenant and other subsidiaries of the Improvements shall Joint Venture that have required repair and maintenance obligations under other ground leases with Landlord or its Affiliates (“Related Ground Leases”), (b) subject to the terms of this Section, the Joint Venture will be structurally permitted to withdraw funds from the Bank Account in order to contribute funds to Tenant to pay for the cost to complete such Cap-X Work under this Lease and/or to its other subsidiaries to pay for the required repair and maintenance obligations under the Related Ground Leases, and (c) that the amount of Cap-X Funds required to be deposited into the Bank Account may be reduced if and to the extent a Leasehold Mortgagee under this Lease or otherwise materially altered, removed under any other Related Ground Lease requires funds to be escrowed or demolished, nor shall reserved separately for the same Cap-X Work required under this Lease and/or the required repair and maintenance obligations under any fixtures or other Related Ground Lease. The Cap-X Funds may be invested so long as any portion interest earned in connection therewith is added to and becomes part of the Collateral onCap-X Funds. If Tenant fails to timely complete the Cap-X Work identified on Exhibit 11.2 as “Immediate” and “Year 1” subject to any applicable cure rights under this Lease, in or about Landlord shall deliver a notice of Event of Default to Tenant and the Premises be severedBank, removed, sold, mortgaged or otherwise encumbered, and the Joint Venture shall have no further right to withdraw Cap-X Funds from the Bank Account without the prior written consent of Mortgagee in each case; exceptLandlord. In addition, howeverupon the occurrence of an Event of Default, that Mortgagor Landlord shall have the right, without such consent, to remove and dispose of, free from the lien of this Mortgage such Collateral as from time to time may become worn out or obsolete, provided that simultaneously with or prior to such removal, such Collateral shall be replaced with other new Collateral of like kind and quality, and by such removal, Mortgagor shall be deemed to have subjected the replacement Collateral sole access to the lien of this Mortgage. Any Improvements or any of Bank Account and the Collateral which are demolished or destroyed in whole or in part shall be replaced promptly by similar Improvements and articles of personal property of comparable quality, condition and value as those demolished or destroyed, thereupon becoming part of the Mortgaged Property free from any other lien or security interest or encumbrance on or reservation of title to such property. Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof and shall keep and maintain (or cause to be kept and maintained) the same in good repair and condition. Mortgagor shall make (or cause to be made) all necessary and proper repairs and replacements so that all components of the Mortgaged Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were erected or installed, other than for matters of health and safety prior to the demolition thereof. (b) Mortgagor hereby grants to Mortgagee and its agents the right in their reasonable discretion, and subject to the rights of occupants of the Improvements and their security and confidentiality procedures but Mortgagee shall have no obligation, to enter upon the Premises at any time Cap-X Funds for the purpose of inspecting using the Cap-X Funds to complete the Cap-X Work, if Landlord, at its option, elects to complete the Cap-X Work. If and appraising when Tenant cures such Event of Default, Landlord shall deliver written notice to Tenant, the Mortgaged Property Joint Venture and conducting tests the Bank acknowledging the cure of such Event of Default and surveys thereofthe Joint Venture’s right to withdraw Cap-X Funds from the Bank Account from and after the date of such notice without obtaining Landlord’s prior written consent. In the event that Mortgagor shall fail fully to comply with any Upon completion of the requirements Cap-X Work under this Ground Lease and the other Related Ground Leases, (I) the pledge and security interest granted to Landlord by Tenant in this Section 11.2 shall be of no further force or effect and shall be released in writing by Landlord, and (II) Tenant may use any remaining funds in the Bank Account for any purpose and/or may close out the Bank Account. The Joint Venture joins in this Lease for the purpose of acknowledging its agreement with the foregoing terms of this Paragraph 5 after prior written notice by Mortgagee to Mortgagor, without prejudice to any other right or remedy that may be available to Mortgagee in such event, Mortgagee shall have the right to recover, as damages for such failure, an amount equivalent to the cost required to restore the Mortgaged Property to the condition hereby requiredSection. (c) Mortgagor hereby covenants and agrees to comply with, and to cause all occupants of all or any portion of the Mortgaged Property to comply with, all applicable zoning, building, use and environmental restrictions and all laws, rules, statutes, ordinances, regulations, orders and requirements, including, without limitation, environmental matters and notices of violation of all governmental authorities having jurisdiction over the Mortgaged Property or the maintenance, use and operation thereof, and all applicable restrictions, agreements and requirements, whether or not of record (collectively, "Laws"). Mortgagor will deliver to Mortgagee within ten (10) days after receipt thereof any additional permits or renewals, issued and approved or disapproved with respect to the Mortgaged Property. Mortgagor hereby indemnifies Mortgagee and its officers, directors, shareholders, employees, agents and partners and their respective heirs, successors and assigns (collectively, "Indemnified Parties") and agrees to defend and hold the Indemnified Parties harmless from and against any and all claims, demands, loss, cost, damage, liability or expense incurred or suffered by the Indemnified Parties arising from any failure of the Mortgaged Property to comply with Laws, or from any failure of Mortgagor to obtain, maintain or renew, or to have obtained, maintained or renewed, any permit or approval required with respect to the Mortgaged Property. The foregoing indemnification and agreement shall survive the release of this Mortgage and the payment or other satisfaction of the indebtedness secured hereby. Upon any default by the Mortgagor in satisfying its obligations under this paragraph 5 after thirty (30) days notice from Mortgagee, Mortgagee at its option may put the Mortgaged Property into reasonable condition and repair, and all sums paid by Mortgagee for such purpose purposes shall, together with interest thereon, be added to the amount secured hereunder and be payable on demand. Mortgagor will not, without obtaining the prior written consent of the Mortgagee, initiate, join in or consent to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or defining the uses that may be made of the Mortgaged Property or any part thereof.

Maintenance of Improvements. (a) None of Lessee agrees that during the Improvements shall be structurally or otherwise materially altered, removed or demolished, nor shall any fixtures or any portion of the Collateral on, in or about the Premises be severed, removed, sold, mortgaged or otherwise encumbered, without the prior written consent of Mortgagee in each case; except, however, that Mortgagor shall have the right, without such consent, to remove and dispose of, free from the lien entire term of this Mortgage such Collateral as from time to time may become worn out or obsoleteLease, provided that simultaneously with or prior to such removalat its own cost and expense, such Collateral shall be replaced with other new Collateral of like kind and quality, and by such removal, Mortgagor shall be deemed to have subjected the replacement Collateral to the lien of this Mortgage. Any Improvements or any of the Collateral which are demolished or destroyed in whole or in part shall be replaced promptly by similar Improvements and articles of personal property of comparable quality, condition and value as those demolished or destroyed, thereupon becoming part of the Mortgaged Property free from any other lien or security interest or encumbrance on or reservation of title to such property. Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof and it shall keep and maintain (or cause to be kept and maintained) the same Premises, in good first-class order, repair and condition. Mortgagor Lessee shall make (or cause to be made) all necessary and proper repairs and replacements so that all components of the Mortgaged Property willperform, at its own cost and expense, any and all timesmaintenance, be in good conditionrepairs, fit and proper for the respective purposes for which they were erected rehabilitation or installedreconstruction thereto, other than for matters whether required by structural failure or deterioration or by operations of health and safety prior to the demolition thereof. (b) Mortgagor hereby grants to Mortgagee and its agents the right in their reasonable discretion, and subject to the rights of occupants of the Improvements and their security and confidentiality procedures but Mortgagee Lessee or otherwise. The Port shall have no obligationmaintenance repair, to enter upon the Premises at rehabilitation or reconstruction obligations of any time for the purpose of inspecting and appraising the Mortgaged Property and conducting tests and surveys thereof. In the event that Mortgagor shall fail fully to comply with any of the requirements of this Paragraph 5 after prior written notice by Mortgagee to Mortgagor, without prejudice to any other right or remedy that may be available to Mortgagee in such event, Mortgagee shall have the right to recover, as damages for such failure, an amount equivalent to the cost required to restore the Mortgaged Property to the condition hereby required. (c) Mortgagor hereby covenants and agrees to comply with, and to cause all occupants of all or any portion of the Mortgaged Property to comply with, all applicable zoning, building, use and environmental restrictions and all laws, rules, statutes, ordinances, regulations, orders and requirements, including, without limitation, environmental matters and notices of violation of all governmental authorities having jurisdiction over the Mortgaged Property or the maintenance, use and operation thereof, and all applicable restrictions, agreements and requirements, whether or not of record (collectively, "Laws"). Mortgagor will deliver to Mortgagee within ten (10) days after receipt thereof any additional permits or renewals, issued and approved or disapproved kind with respect to the Mortgaged PropertyPremises. Mortgagor hereby indemnifies Mortgagee and its officersIt is recognized that because of the length of the term of this Lease it may be necessary for Lessee to perform certain substantial maintenance, directorsrepair, shareholders, employees, agents and partners and their respective heirs, successors and assigns rehabilitation or reconstruction (collectively, hereinafter collectively referred to as "Indemnified Partiesrepair" or "repairs") of the Improvements in order to ensure that the Premises are kept in first-class order, repair and agrees condition. "First-class order, repair and condition," as used herein, shall mean the maintenance, repair, renovation or replacement of buildings, equipment, furniture, fixtures, landscaping and appurtenances necessary to defend keep the Premises in efficient and hold attractive condition, given the Indemnified Parties harmless from nature and against age of the Improvements at any time during the term of this Lease. The Port and all claims, demands, loss, cost, damage, liability or expense incurred or suffered Lessee do not intend by the Indemnified Parties arising from any failure immediately preceding sentence that a property item is not first-class merely because of ordinary and reasonable wear and tear that does not materially and substantially reduce the attractiveness and utility of the Mortgaged Property item given the nature and age of the Improvements at any time during the term of this Lease. If Lessee for a period of forty-five (45) days after written notice from the Port shall fail, neglect or refuse to comply with Lawsperform, or from any failure of Mortgagor commence and continuously and diligently proceed in good faith to obtain, maintain or renew, or to have obtained, maintained or renewedcomplete, any permit required repair or approval required with respect to maintenance, the Mortgaged Property. The foregoing indemnification NATIONAL AIRMOTIVE CORPORATION MAIN BUILDING LEASE - 15 - 20 Port may perform such repair or maintenance and agreement Lessee shall survive reimburse the release of this Mortgage and the payment or other satisfaction of the indebtedness secured hereby. Upon any default by the Mortgagor in satisfying its obligations under this paragraph 5 after Port within thirty (30) days after receipt of notice from Mortgageethe Port demanding payment for the cost thereof, Mortgagee including the Port's administrative overhead. In performing such repair, the Port shall interfere as little as reasonably possible with Lessee's operations on the Premises. The making of such repairs or performance of maintenance by the Port shall in no event be construed as a waiver of the duty of Lessee to make repairs or perform maintenance as herein provided. Lessee may make alterations, additions, or betterments to the Premises only after complete plans and specifications therefor have been submitted to and approved by the Port and after securing, at no cost to the Port, all the necessary building, electrical and other plumbing permits from the Port, the City of Oakland and other appropriate governmental agencies. In addition, Lessee shall maintain, at its option may put expense, all equipment, furnishings and trade fixtures upon the Mortgaged Property into reasonable condition Premises required for the maintenance and repair, and all sums paid by Mortgagee for such purpose purposes shall, together with interest thereon, be added to the amount secured hereunder and be payable on demand. Mortgagor will not, without obtaining the prior written consent operation of a business of the Mortgagee, initiate, join in or consent type to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or defining be conducted pursuant to Paragraph 3 hereof. Lessee hereby expressly waives the uses that may be made right to make repairs at the expense of Lessor and the benefit of the Mortgaged Property or any part thereofprovisions of Sections 1941 and 1942 of the Civil Code of the State of California relating thereto.

Maintenance of Improvements. (a) None of Lessee agrees that during the Improvements shall be structurally or otherwise materially altered, removed or demolished, nor shall any fixtures or any portion of the Collateral on, in or about the Premises be severed, removed, sold, mortgaged or otherwise encumbered, without the prior written consent of Mortgagee in each case; except, however, that Mortgagor shall have the right, without such consent, to remove and dispose of, free from the lien entire term of this Mortgage such Collateral as from time to time may become worn out or obsoleteLease, provided that simultaneously with or prior to such removalat its own cost and expense, such Collateral shall be replaced with other new Collateral of like kind and quality, and by such removal, Mortgagor shall be deemed to have subjected the replacement Collateral to the lien of this Mortgage. Any Improvements or any of the Collateral which are demolished or destroyed in whole or in part shall be replaced promptly by similar Improvements and articles of personal property of comparable quality, condition and value as those demolished or destroyed, thereupon becoming part of the Mortgaged Property free from any other lien or security interest or encumbrance on or reservation of title to such property. Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof and it shall keep and maintain (or cause to be kept and maintained) the same Premises, in good first-class order, repair and condition. Mortgagor Lessee shall make (or cause to be made) all necessary and proper repairs and replacements so that all components of the Mortgaged Property willperform, at its own cost and expense, any and all timesmaintenance, be in good conditionrepairs, fit and proper for the respective purposes for which they were erected rehabilitation or installedreconstruction thereto, other than for matters whether required by structural failure or deterioration or by operations of health and safety prior to the demolition thereof. (b) Mortgagor hereby grants to Mortgagee and its agents the right in their reasonable discretion, and subject to the rights of occupants of the Improvements and their security and confidentiality procedures but Mortgagee Lessee or otherwise. The Port shall have no obligationmaintenance repair, to enter upon the Premises at rehabilitation or reconstruction obligations of any time for the purpose of inspecting and appraising the Mortgaged Property and conducting tests and surveys thereof. In the event that Mortgagor shall fail fully to comply with any of the requirements of this Paragraph 5 after prior written notice by Mortgagee to Mortgagor, without prejudice to any other right or remedy that may be available to Mortgagee in such event, Mortgagee shall have the right to recover, as damages for such failure, an amount equivalent to the cost required to restore the Mortgaged Property to the condition hereby required. (c) Mortgagor hereby covenants and agrees to comply with, and to cause all occupants of all or any portion of the Mortgaged Property to comply with, all applicable zoning, building, use and environmental restrictions and all laws, rules, statutes, ordinances, regulations, orders and requirements, including, without limitation, environmental matters and notices of violation of all governmental authorities having jurisdiction over the Mortgaged Property or the maintenance, use and operation thereof, and all applicable restrictions, agreements and requirements, whether or not of record (collectively, "Laws"). Mortgagor will deliver to Mortgagee within ten (10) days after receipt thereof any additional permits or renewals, issued and approved or disapproved kind with respect to the Mortgaged PropertyPremises. Mortgagor hereby indemnifies Mortgagee and its officersIt is recognized that because of the length of the term of this Lease it may be necessary for Lessee to perform certain substantial maintenance, directorsrepair, shareholders, employees, agents and partners and their respective heirs, successors and assigns rehabilitation or reconstruction (collectively, hereinafter collectively referred to as "Indemnified Partiesrepair" or "repairs") of the Improvements in order to ensure that the Premises are kept in first-class order, repair and agrees condition. "First-class order, repair and condition," as used herein, shall mean the maintenance, repair, renovation or re- NATIONAL AIRMOTIVE CORPORATION TEST CELLS LEASE - 14 - 20 placement of buildings, equipment, furniture, fixtures, landscaping and appurtenances necessary to defend keep the Premises in efficient and hold attractive condition, given the Indemnified Parties harmless from nature and against age of the Improvements at any time during the term of this Lease. The Port and all claims, demands, loss, cost, damage, liability or expense incurred or suffered Lessee do not intend by the Indemnified Parties arising from any failure immediately preceding sentence that a property item is not first-class merely because of ordinary and reasonable wear and tear that does not materially and substantially reduce the attractiveness and utility of the Mortgaged Property item given the nature and age of the Improvements at any time during the term of this Lease If Lessee for a period of forty-five (45) days after written notice from the Port shall fail, neglect or refuse to comply with Lawsperform, or from any failure of Mortgagor commence and continuously and diligently proceed in good faith to obtain, maintain or renew, or to have obtained, maintained or renewedcomplete, any permit required repair or approval required with respect to maintenance, the Mortgaged Property. The foregoing indemnification Port may perform such repair or maintenance and agreement Lessee shall survive reimburse the release of this Mortgage and the payment or other satisfaction of the indebtedness secured hereby. Upon any default by the Mortgagor in satisfying its obligations under this paragraph 5 after Port within thirty (30) days after receipt of notice from Mortgageethe Port demanding payment for the cost thereof, Mortgagee including the Port's administrative overhead. In performing such repair, the Port shall interfere as little as reasonably possible with Lessee's operations on the Premises. The making of such repairs or performance of maintenance by the Port shall in no event be construed as a waiver of the duty of Lessee to make repairs or perform maintenance as herein provided. Lessee may make alterations, additions, or betterments to the Premises only after complete plans and specifications therefor have been submitted to and approved by the Port and after securing, at no cost to the Port, all the necessary building, electrical and other plumbing permits from the Port, the City of Oakland and other appropriate governmental agencies. In addition, Lessee shall maintain, at its option may put expense, all equipment, furnishings and trade fixtures upon the Mortgaged Property into reasonable condition Premises required for the maintenance and repair, and all sums paid by Mortgagee for such purpose purposes shall, together with interest thereon, be added to the amount secured hereunder and be payable on demand. Mortgagor will not, without obtaining the prior written consent operation of a business of the Mortgagee, initiate, join in or consent type to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or defining be conducted pursuant to Paragraph 3 hereof. Lessee hereby expressly waives the uses that may be made right to make repairs at the expense of Lessor and the benefit of the Mortgaged Property or any part thereofprovisions of Sections 1941 and 1942 of the Civil Code of the State of California relating thereto.

Maintenance of Improvements. (a) a. None of the Improvements shall be structurally or otherwise materially altered, removed or demolished, nor shall any fixtures or any portion of the Collateral on, in or about the Premises be severed, removed, sold, mortgaged or otherwise encumbered, without the prior written consent of Mortgagee in each case; except, however, that Mortgagor shall have the right, without such consent, to remove and dispose of, free from the lien of this Mortgage such Collateral as from time to time may become worn out or obsolete, provided that simultaneously with or prior to such removal, such Collateral shall be replaced with other new Collateral of like kind and quality, and by such removal, the Mortgagor shall be deemed to have subjected the replacement Collateral to the lien of this Mortgage. Any Improvements or any of the Collateral which are demolished or destroyed in whole or in part shall be replaced promptly by similar Improvements and articles of personal property of comparable quality, condition and value as those demolished or destroyed, thereupon becoming part of the Mortgaged Property free from any other lien or security interest or encumbrance on or reservation of title to such property. Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof and shall keep and maintain (or cause to be kept and maintained) the same in good repair and condition. Mortgagor shall make (or cause to be made) all necessary and proper repairs and replacements so that all components of the Mortgaged Property will, at all times, be in good condition, fit and proper for the respective purposes for which they were erected or installed, other than for matters of health and safety prior to the demolition thereof. (b) b. Mortgagor hereby grants to Mortgagee and its agents the right in their reasonable discretion, and subject to the rights of occupants of the Improvements and their security and confidentiality procedures but Mortgagee shall have no obligation, to enter upon the Premises at any time mutually agreed upon times, during normal business hours, and subject to Mortgagor’s right to conduct its business without unreasonable and material disruption or delay, for the purpose of inspecting and appraising the Mortgaged Property and conducting tests and surveys thereof. In the event that Mortgagor shall fail fully to comply with any of the requirements of this Paragraph 5 after prior written notice by Mortgagee to Mortgagor5, without prejudice to any other right or remedy that may be available to Mortgagee in such event, Mortgagee shall have the right to recover, as damages for such failure, an amount equivalent to the cost required to restore the Mortgaged Property to the condition hereby required. (c) c. Mortgagor hereby covenants and agrees to comply with, and to cause all occupants of all or any portion of the Mortgaged Property to comply with, all applicable zoning, building, use and environmental restrictions and all laws, rules, statutes, ordinances, regulations, orders and requirements, including, without limitation, environmental matters and notices of violation of all governmental authorities having jurisdiction over the Mortgaged Property or the maintenance, use and operation thereof, and all applicable restrictions, agreements and requirements, whether or not of record (collectively, "“Laws"”). Mortgagor will deliver to Mortgagee within ten (10) days after receipt thereof any additional permits or renewals, issued and approved or disapproved with respect to the Mortgaged Property. Mortgagor hereby indemnifies Mortgagee and its officers, directors, shareholders, employees, agents and partners and their respective heirs, successors and assigns (collectively, "“Indemnified Parties"”) and agrees to defend and hold the Indemnified Parties harmless from and against any and all claims, demands, loss, cost, damage, liability or expense incurred or suffered by the Indemnified Parties arising from any failure of the Mortgaged Property to comply with Laws, or from any failure of Mortgagor to obtain, maintain or renew, or to have obtained, maintained or renewed, any permit or approval required with respect to the Mortgaged Property. The foregoing indemnification and agreement shall survive the release of this Mortgage and the payment or other satisfaction of the indebtedness secured hereby. Upon any default by the Mortgagor in satisfying its obligations under this paragraph 5 after thirty (30) days notice from Mortgagee, Mortgagee at its option may put the Mortgaged Property into reasonable condition and repair, and all sums paid by Mortgagee for such purpose purposes shall, together with interest thereon, be added to the amount secured hereunder and be payable on demand. Mortgagor will not, without obtaining the prior written consent of the Mortgagee, initiate, join in or consent to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or defining the uses that may be made of the Mortgaged Property or any part thereof.