Common use of Project Use and Operation Clause in Contracts

Project Use and Operation. (a) Without the prior written consent of Administrative Agent in each instance, which consent shall not be unreasonably withheld or delayed, Borrowers shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Projects or any portion thereof in any material respect; nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration which would diminish in any material respect the value of the Projects. No excavation, construction, earth work, site work or any other mechanic's lienable work shall be done to or for the benefit of a Project, without Administrative Agent's approval, except for normal repair and maintenance in the ordinary course of business. Borrowers shall, at their expense, (i) take good care of the Projects 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 Laws in all material respects, (ii) promptly make all repairs to the Projects, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, which are necessary in order to maintain the Projects in a manner consistent with their quality and use as required hereby, and (iii) not commit or suffer to be committed any waste of the Projects or do or suffer to be done anything which will increase the risk of fire or other hazard to the Projects or impair the value thereof. Borrowers shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Projects, clean and free from dirt, snow, ice, rubbish and obstructions. (b) Unless required by applicable Law, Borrowers shall not permit or engage in changes in the use of any Project (including any change from residential to non-residential use, or from non-residential use to residential use) from the use at the time this Agreement was executed without Administrative Agent's prior written consent. Borrowers shall not request and shall not initiate or acquiesce in a change in the plat of subdivision, or zoning classification or use of any Project, or grant any encumbrances or easements burdening any Project, without in each case obtaining Administrative Agent's prior written consent, not to be unreasonably withheld. Borrowers shall not desert or abandon the Projects or cause or permit the use or occupancy of any part of the Projects to be discontinued if such discontinuance or use change would violate in any material respect any zoning or other law, ordinance or regulation. (c) Borrowers shall not, and neither shall permit, the Projects or any portion thereof to be converted or take any preliminary actions which could lead to a conversion to condominium or cooperative form or ownership. (d) All of Borrowers' personal property delivered upon, attached to, used or required to be used in connection with the operation of any Project (collectively, the "FF&E") shall always be located at such Project and except as otherwise permitted herein shall be kept free and clear of all Liens other than the Permitted Liens. Borrowers shall not, without the prior written consent of Administrative Agent, remove or permit to be removed from any Project any of the FF&E except to repair or replace the same except as otherwise permitted herein. (e) Borrowers shall not consent to or initiate the joint assessment of any Project (i) with any other real property constituting a separate tax lot and Borrowers represent and covenant that each Project is are and shall remain a separate tax lot, or (ii) with any portion of the Projects which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Project as a single lien.

Project Use and Operation. (a) Without Except for Minor Alterations and as otherwise permitted hereunder and under the other Financing Documents, without the prior written consent of Administrative Agent in each instance, which consent shall not be unreasonably withheld or delayed, Borrowers shall not demolish, remove, construct, or, except as otherwise expressly provided hereinherein (including, without limitation, with respect to Minor Alterations), restore, or alter the Projects or any portion thereof in any material respectthereof; nor consent to or knowingly permit any such demolition, removal, construction, restoration, addition or alteration which would materially diminish in any material respect the value of the Projects. No Except as expressly permitted herein, no excavation, construction, construction or earth work, site work or any other mechanic's lienable work shall be done to or for the benefit of a Project, without Administrative Agent's ’s approval, which shall not be unreasonably withheld, conditioned or delayed, except for normal repair and maintenance in the ordinary course Ordinary Course of businessBusiness or due to an emergency at a Project. Borrowers shall, at their expense, (i) take good care of the Projects 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 Laws in all material respects, (ii) promptly make all material repairs to the Projects, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, which are necessary in order to and maintain the Projects in a manner consistent with their quality and use as required herebyin the Ordinary Course of Business, and (iii) not intentionally commit or suffer to be committed any material waste of the Projects or do or suffer to be done anything which will increase the risk of fire or other hazard to the Projects or materially impair the value thereof. Borrowers shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Projects, clean and free from dirt, snow, ice, rubbish and obstructions. (b) Unless required by applicable Law, Borrowers shall not permit or engage in changes in the use of any Project (including any change from residential to non-residential use, or from non-residential use to residential use) from the use at the time this Agreement was executed without Administrative Agent's ’s prior written consent. Borrowers shall not request and shall not initiate or acquiesce in a change in the plat of subdivision, or zoning classification or use of any Project, or grant any encumbrances or easements burdening any Project, without in each case obtaining Administrative Agent's ’s prior written consent, not to be unreasonably withheld. Borrowers shall not desert or abandon the Projects or cause or permit the use or occupancy of any part of the Projects to be discontinued if such discontinuance or use change would violate in any material respect any zoning or other law, ordinance or regulationregulation in a manner that would have a Material Adverse Effect. (c) Borrowers shall not, and neither shall permit, the Projects or any portion thereof to be converted or take any preliminary actions which could lead to a conversion to condominium or cooperative form or ownership. (d) All of Borrowers' personal property delivered upon, attached to, used or required to be used in connection with the operation of any Project (collectively, the "FF&E") ’ FF&E shall always be located at such Project and except as otherwise permitted herein shall be kept free and clear of all Liens other than the Permitted Liens, other than items disposed of in the Ordinary Course of Business that Borrower determines in good faith to be no longer used or useful in the Borrower’s business or are replated with FF&E of equal or greater value. Except as set forth above, Borrowers shall not, without the prior written consent of Administrative Agent, remove or permit to be removed from any Project any of the FF&E except to repair or replace the same except as otherwise permitted hereinsame. (e) Borrowers shall not consent to or initiate the joint assessment of any Project (i) with any other real property constituting a separate tax lot and Borrowers represent and covenant that each Project is are and shall remain a separate tax lot, or (ii) with any portion of the Projects which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Project as a single lien.

Project Use and Operation. (a) Without the prior written consent of Administrative Agent in each instance, which consent shall not be unreasonably withheld or delayed, Borrowers shall not demolish, remove, construct, or, except as otherwise expressly provided herein, restore, or alter the Projects or any portion thereof in any material respectthereof; nor consent to or permit any such demolition, removal, construction, restoration, addition or alteration which would diminish in any material respect the value of the Projects; provided, however, that Borrower shall be permitted to perform non-structural alterations to the Project which are cosmetic in nature and the cost of which does not exceed $50,000.00 per calendar year. No excavation, construction, earth work, site work or any other mechanic's ’s lienable work shall be done to or for the benefit of a Project, without Administrative Agent's ’s approval, except for normal repair and maintenance in the ordinary course Ordinary Course of businessBusiness. Borrowers shall, at their expense, (i) take good care of the Projects 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 Laws in all material respectsLaws, (ii) promptly make all repairs to the Projects, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, which are necessary in order to and maintain the Projects in a manner consistent with their quality and use as required hereby, and (iii) not commit or suffer to be committed any waste of the Projects or do or suffer to be done anything which will increase the risk of fire or other hazard to the Projects or impair the value thereof. Borrowers shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Projects, clean and free from dirt, snow, ice, rubbish and obstructions. (b) Unless required by applicable Law, Borrowers shall not permit or engage in changes in the use of any Project (including any change from residential to non-residential use, or from non-residential use to residential use) from the use at the time this Agreement was executed without Administrative Agent's ’s prior written consent. Borrowers shall not request and shall not initiate or acquiesce in a change in the plat of subdivision, or zoning classification or use of any Project, or grant any encumbrances or easements burdening any Project, without in each case obtaining Administrative Agent's ’s prior written consent, not to be unreasonably withheld. Borrowers shall not desert or abandon the Projects or cause or permit the use or occupancy of any part of the Projects to be discontinued if such discontinuance or use change would violate in any material respect any zoning or other law, ordinance or regulation. (c) Borrowers shall not, and neither shall permit, the Projects or any portion thereof to be converted or take any preliminary actions which could lead to a conversion to condominium or cooperative form or ownership.. CHICAGO/#2321168.11 (d) All of Borrowers' personal property delivered upon, attached to, used or required to be used in connection with the operation of any Project (collectively, the "FF&E") ’ FF&E shall always be located at such Project and except as otherwise permitted herein shall be kept free and clear of all Liens other than the Permitted Liens. Borrowers shall not, without the prior written consent of Administrative Agent, remove or permit to be removed from any Project any of the FF&E except to repair or replace the same except as otherwise permitted hereinsame. (e) Borrowers shall not consent to or initiate the joint assessment of any Project (i) with any other real property constituting a separate tax lot and Borrowers represent and covenant that each Project is are and shall remain a separate tax lot, or (ii) with any portion of the Projects which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Project as a single lien.

Project Use and Operation. (a) Without the prior written consent of Administrative Agent in each instance, which consent shall not be unreasonably withheld or delayed, Borrowers shall not demolish, remove, construct, or, except in the Ordinary Course of Business or as otherwise expressly provided herein, restore, or alter the Projects or any portion thereof in any material respectthereof; nor consent to or permit any such demolition, removal, construction, restoration, CHICAGO/#2502765.12 addition or alteration which would materially diminish in any material respect the value of the Projectsany Project. No excavation, construction, earth work, site work or any other mechanic's ’s lienable work shall be done to or for the benefit of a Project, without Administrative Agent's ’s approval, except for normal repair and maintenance in the ordinary course Ordinary Course of businessBusiness. Subject to wear and tear and the provisions of the Financing Documents relating to casualty events or Takings, Borrowers shallshall (or shall cause Operators to), at their expense, (i) take good care of the Projects 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 Laws in all material respectsLaws, (ii) promptly make all repairs to the Projects, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, which are necessary in order to and maintain the Projects in a manner consistent with their quality and use as required hereby, and (iii) not commit or suffer to be committed any waste of the Projects or do or suffer to be done anything which will materially increase the risk of fire or other hazard to the Projects or impair Projects. To the value thereof. extent required under applicable Laws, Borrowers shall keep the sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Projects, clean and free from dirt, snow, ice, rubbish and obstructions. (b) Unless required by applicable Law, Borrowers shall not permit or engage in changes in the use of any Project (including any change from residential to non-residential use, or from non-residential use to residential use) from the use at the time this Agreement was executed without Administrative Agent's prior written consent. Borrowers shall not request and shall not initiate or acquiesce in a change in the plat of subdivision, or zoning classification or use of any Project, or grant any encumbrances or easements burdening any Project, without in each case obtaining Administrative Agent's prior written consent, not to be unreasonably withheld. Borrowers shall not desert or abandon the Projects or cause or permit the use or occupancy of any part of the Projects to be discontinued if such discontinuance or use change would violate in any material respect any zoning or other law, ordinance or regulation. (c) Borrowers shall not, and neither shall permit, the Projects or any portion thereof to be converted or take any preliminary actions which could lead to a conversion to condominium or cooperative form or ownership. (d) All of Borrowers' personal property delivered upon, attached to, used or required to be used in connection with the operation of any Project (collectively, the "FF&E") shall always be located at such Project and except as otherwise permitted herein shall be kept free and clear of all Liens other than the Permitted Liens. Borrowers shall not, without the prior written consent of Administrative Agent, remove or permit to be removed from any Project any of the FF&E except to repair or replace the same except as otherwise permitted herein. (e) Borrowers shall not consent to or initiate the joint assessment of any Project (i) with any other real property constituting a separate tax lot and Borrowers represent and covenant that each Project is are and shall remain a separate tax lot, or (ii) with any portion of the Projects which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Project as a single lien.