Common use of Required Work Clause in Contracts

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties or the rehabilitation and repair of the Properties; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the Properties, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs Repairs, Replacements and Replacements Tenant Improvements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000250,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, and during the continuance upon Borrower’s failure to cure such condition within fifteen (15) days of an Event of Defaultnotice thereof from Lender, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior further notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. Notwithstanding the foregoing, Lender shall not be required to provide any advance notice to Borrower in the event that Lender determines in good faith that the performance of such Required Work is of an emergency nature. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required WorkWork in accordance with this Section 9.4, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. Notwithstanding the foregoing, Lender shall provide Borrower written notice of who Lender intends shall perform any Required Work or which watchmen shall protect the Property from Damage as described in Section 9.4(b) or this Section 9.4(c). If within three Business Days after receipt of such notice, Borrower or Sponsor provides written notice to Lender that, in Sponsor's reasonable judgment, the use of such entities or individuals to perform the work or protect the Property could adversely affect Sponsor's ability to qualify as a real estate investment trust under the Code, Lender shall not employ such entities or individuals, and in such case the Lender shall repeat the process described above, and the Borrower shall have the same consent rights as described above. Any reasonable costs or expenses incurred by Lender as a result of this notice process shall be paid by Borrower. In addition, Lender shall not be required to provide any notice to Borrower nor shall Borrower have any veto rights over the entities or individuals selected by Lender if Lender determines, in its good faith reasonable discretion, that an emergency situation exists at the Property. All sums so expended by Lender, to the extent not paid from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For To the extent that Lender has the right to enter the Property and to perform work under Section 9.4 (b) above, for this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the respective Required Work; (ii) to make such additions, changes and corrections to the respective Required Work as shall be necessary or desirable to complete the such Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the such Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documentsdocuments relating to such Required Work; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty relating to such Required Work; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this AgreementAgreement with respect to such Required Work. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Provided Lender gives Borrower notice at least 1 Business Day in advance, Borrower shall permit Lender and Lender’s bonded and insured agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their LeasesLeases and provided Lender, its agents and such third parties use reasonable efforts to minimize interference with such tenants) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate on a commercially reasonable basis with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. Other than in connection with what Lender determines to be an emergency situation, Lender agrees not to conduct any invasive testing. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which payment or reimbursement is sought. With respect to any such disbursement request greater than or equal to $50,000, Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,00035,000, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured or unwaived.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “"Required Work”") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the PropertiesProperty, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s 's representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s 's expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s's, materialman’s 's or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Work, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s 's or materialmen’s 's or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements in all material respects including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall use commercially reasonable efforts to diligently pursue all Required Repairs and Replacements and Tenant Improvements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to LenderLender for which the amount owed thereunder exceeds $100,000. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, and during Borrower shall have failed to do so after written notice and a thirty day time period (or such longer time period as may be reasonably required for Borrower to complete such Required Work, to the continuance of an Event of Default, extent Borrower is diligently pursing such completion) Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds, Leasing Reserve Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties each Individual Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties each Individual Property from damage, subject to the rights of tenants. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact attorney‑in‑fact with full power of substitution to to, during the continuance of an Event of Default, complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact attorney‑in‑fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties each applicable Individual Property or the rehabilitation and repair of the Propertieseach applicable Individual Property; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.8 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.8 to enter onto the Propertieseach Individual Property, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Propertiesany Individual Property, and to complete any Required Work made pursuant to this in accordance with the provisions of Section 9.69.8(c) above. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.8 or the completion of Required Work pursuant to this Section 9.69.8. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Propertiesany Individual Property, inspect the Properties such Individual Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds in the amount of at least $100,000.00 for Required Work in excess of $500,000Work, Lender may require Borrower to provide Lender with a search of title to the Properties for each applicable Individual Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties such Individual Property since the date of recordation of the Mortgages applicable Mortgage and that title to the Properties are such Individual Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000the Threshold Amount. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender Lender, subject to the rights of Operating Lessee, the right to enter onto the Properties and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties or the rehabilitation and repair of the Properties; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Properties during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.pursuant

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent any such contracts contract or work orders exceed order exceeds $500,000250,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner and during the continuance of such failure could reasonably be expected to cause a MAE with respect to an Event of DefaultIndividual Property, and Borrower fails to cure such deficiency within ten (10) Business Days after written notice thereof, provided, that, if such deficiency cannot, by its nature, be cured within such ten (10) Business Day period, Borrower must initiate and diligently pursue a cure within such ten (10) Business Day period (and thereafter conduct such cure to completion) then Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or or, if the contractor under the existing contract is in default thereof, to contract with other third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without after providing any prior written notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunderBorrower. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required WorkWork as permitted by subsection (b) above, Borrower grants Lender the right to enter onto the Properties applicable Individual Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties each Individual Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required WorkWork in accordance with the terms and conditions of this Article IX; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which in Lender’s reasonable judgment are validly due and payable and which are or may become Liens against any such Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be reasonably required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties any Individual Property or the rehabilitation and repair of the Propertiesany Individual Property; and (vii) to do any and every act which Borrower might could reasonably be expected to do on its own behalf to fulfill comply with the terms of this Agreement. (d) Nothing in this Section 9.6 9.04 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the applicable Reserve Funds to make or complete any Required Work; , (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.04 to enter onto the Properties, together with a representative of Borrower, applicable Individual Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Propertiessuch Individual Property, and to complete any Required Work made to the extent Lender is permitted to perform and complete any Required Work pursuant to this Section 9.69.04. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.04 or the completion of Required Work pursuant to this Section 9.69.04. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower Borrowers shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower Borrowers shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower Borrowers and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Borrowers grant Lender the right to enter onto the Properties each Individual Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties each Individual Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower Borrowers and secured by the Mortgages. For this purpose Borrower constitutes Borrowers constitute and appoints appoint Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower Borrowers upon Borrower’s Borrowers’ failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers Borrowers empower said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower Borrowers which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties any Individual Property or the rehabilitation and repair of the Propertiesany Individual Property; and (vii) to do any and every act which Borrower Borrowers might do on its their own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower Borrowers additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the Properties, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements and Tenant Improvements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, upon ten (10) days notice to Borrower and during the continuance Borrower's failure to commence performance of an Event of Defaultsuch Required Work in accordance with this Section 9.4, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicableif any, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, as permitted in subsection 9.4(b) above, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might would be required to do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.69. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs Construction and Replacements all Tenant Improvements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements:. (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000, which approval shall not be unreasonably withheld, conditioned or delayed. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option option, without providing any prior notice to Borrower, to withhold disbursement for such unsatisfactory Required Work and and, after ten (10) days prior written notice to Borrower, to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E applicable Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower Work and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All reasonable out-of-pocket sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.3 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.3 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.69. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties each Individual Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties each Individual Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower Borrowers upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties any Individual Property or the rehabilitation and repair of the Propertiesany Individual Property; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, any Individual Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Propertiesan Individual Property, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties any Individual Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower Borrowers shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties related Individual Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties related Individual Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrowers may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs Replacements and Replacements Tenant Improvements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000250,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, and during the continuance upon Borrower's failure to cure such condition within fifteen (15) days of an Event of Defaultnotice thereof from Lender, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Replacement Reserve Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior further notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. Notwithstanding the foregoing, Lender shall not be required to provide any advance notice to Borrower in the event that Lender determines in good faith that the performance of such Required Work is of an emergency nature. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. Notwithstanding the foregoing, Lender shall provide Borrower written notice of who Lender intends shall perform any Required Work or which watchmen shall protect the Property from Damage as described in Section 9.2(b) or this Section 9.2(c). If within three Business Days after receipt of such notice, Borrower provides written notice to Lender that, in Sponsor's reasonable judgment, the use of such entities or individuals to perform the work or protect the Property could adversely affect Sponsor's ability to qualify as a real estate investment trust under the Code, Lender shall not employ such entities or individuals, and in such case the Lender shall repeat the process described above, and the Borrower shall have the same consent rights as described above. Any reasonable costs or expenses incurred by Lender as a result of this notice process shall be paid by Borrower. In addition, Lender shall not be required to provide any notice to Borrower nor shall Borrower have any veto rights over the entities or individuals selected by Lender if Lender determines, in its good faith reasonable discretion, that an emergency situation exists at the Property. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For To the extent that Lender has the right to enter the Property and to perform work under Section 9.4 (b) above, for this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the Properties, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.and

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements and Tenant Improvements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesDeed of Trust. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s 's representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s 's expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a 49 certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s's, materialman’s 's or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s 's or materialmen’s 's or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Deed of Trust and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. (a) Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (ab) Lender reserves the right, at its option, to approve all contracts or work orders for more than $50,000 with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000Work. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (bc) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (cd) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesSecurity Instrument. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (de) Nothing in this Section 9.6 8.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (ef) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 8.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants Tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.68. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work at any Individual Property to the extent such contracts or work orders exceed $500,000250,000. Upon LenderLxxxxx’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Reserve Funds, as applicable, Funds toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in order to facilitate LenderLxxxxx’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties from damage. All sums so expended by LenderLxxxxx, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon BorrowerBxxxxxxx’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties or the rehabilitation and repair of the Properties; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and LenderLxxxxx’s agents and representatives (including, without limitation, LenderLxxxxx’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the Properties, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and LenderLxxxxx’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work at any Individual Property in excess of $500,000250,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements and Tenant Improvements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000, which approval shall not be unreasonably withheld, delayed or conditioned. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to (i) withhold disbursement for such unsatisfactory Required Work and/or (ii) after giving ten (10) days prior written notice to Borrower describing in reasonable particularity the lack of performance or deficient performance in any Required Work being done, and Borrower’s failure to either cure such deficiency within such ten (10) day period to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower Work and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000250,000 or more, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Landlord’s interest in the Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Landlord’s interest in the Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required "REQUIRED Work”") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, upon ten (10) days notice to Borrower and during the continuance Borrower's failure to commence performance of an Event of Defaultsuch Required Work in accordance with this Section 9.4, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicableif any, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, as permitted in subsection 9.4(b) above, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the -77- Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might would be required to do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.69. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. In the event the Sotheby’s Lease is no longer in full force and effect, Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work Work, provided that, prior to the Optional Prepayment Date, Lender’s approval shall only be required to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower shall assign (or cause to be assigned) any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Replacement Reserve Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Confidential Treatment Requested by BANA XXXX-Xxxx-00142 Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as Confidential Treatment Requested by BANA XXXX-Xxxx-00143 applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “"Required Work”") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000, which approval shall not be unreasonably withheld, conditioned or delayed. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) In the event Lender determines in its reasonable discretion that any Required Repair is not being or has not been performed in a workmanlike or timely manner (consistent with the time deadlines provided herein). Upon the occurrence written notice to Borrower and during the continuance of an Event of DefaultBorrower's failure to commence performance thereof within thirty (30) days, weather permitting, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work Repairs and to proceed under existing contracts or to contract with third parties to complete such Required Work Repairs and to apply the Required Repair Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower Repairs and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required WorkRepair, Borrower grants effective only when Lender has the right to enter onto the Properties and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties from damage. All sums so expended by Lenderexercise its rights under Section 9.4(b), to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: grants (i) to use any of the Reserve Funds for the purpose of making or completing the Required WorkRepair; (ii) to make such additions, changes and corrections to the Required Work Repair as shall be necessary or desirable to complete the Required WorkRepair as set forth herein and the schedules hereto; (iii) to employ or retain such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposespurposes at commercially reasonable prices to the extent such work is not being performed by contractors or subcontractors retained by Borrower; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required WorkRepair, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this AgreementSection 9.4. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required WorkRepair; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required WorkRepair; (iii) obligate Lender to proceed with the Required WorkRepair; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required WorkRepair. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work Repair pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property upon reasonable advance notice during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work Repair and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work Repair which are or may be kept at the PropertiesProperty, and to complete any Required Work Repair made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.69. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, and during the continuance of an Event of Defaultsuch failure continues for thirty (30) days after Borrower receives written notice from Lender, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon the occurrence and during the continuance of an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-attorney- in- fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely mannerthe extent permitted pursuant to Section 9.4(b). Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-attorney- in- fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 250.00 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby collaterally assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000125,000. Upon Lender’s request, Borrower shall collaterally assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement (if applicable) for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required WorkWork in accordance with paragraph (b) of this Section 9.4, Borrower grants Lender the right to enter onto the Properties and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties from damage. All sums so expended by Lender, to the extent not from the Reserve FundsFunds (if applicable), shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: power (i) if applicable, to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties or the rehabilitation and repair of the Properties; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds (if applicable) to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Properties during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) If applicable, Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmensIf applicable, before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs Repairs, Replacements and Replacements Tenant Improvements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000250,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, and during the continuance upon Borrower’s failure to cure such condition within fifteen (15) days of an Event of Defaultnotice thereof from Lender, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior further notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. Notwithstanding the foregoing, Lender shall not be required to provide any advance notice to Borrower in the event that Lender determines in good faith that the performance of such Required Work is of an emergency nature. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required WorkWork in accordance with this Section 9.4, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. Notwithstanding the foregoing, Lender shall provide Borrower written notice of who Lender intends shall perform any Required Work or which watchmen shall protect the Property from Damage as described in Section 9.4(b) or this Section 9.4(c). If within three Business Days after receipt of such notice, Borrower or Sponsor provides written notice to Lender that, in Sponsor’s reasonable judgment, the use of such entities or individuals to perform the work or protect the Property could adversely affect Sponsor’s ability to qualify as a real estate investment trust under the Code, Lender shall not employ such entities or individuals, and in such case the Lender shall repeat the process described above, and the Borrower shall have the same consent rights as described above. Any reasonable costs or expenses incurred by Lender as a result of this notice process shall be paid by Borrower. In addition, Lender shall not be required to provide any notice to Borrower nor shall Borrower have any veto rights over the entities or individuals selected by Lender if Lender determines, in its good faith reasonable discretion, that an emergency situation exists at the Property. All sums so expended by Lender, to the extent not paid from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For To the extent that Lender has the right to enter the Property and to perform work under Section 9.4 (b) above, for this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the respective Required Work; (ii) to make such additions, changes and corrections to the respective Required Work as shall be necessary or desirable to complete the such Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the such Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documentsdocuments relating to such Required Work; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty relating to such Required Work; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this AgreementAgreement with respect to such Required Work. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Provided Lender gives Borrower notice at least 1 Business Day in advance, Borrower shall permit Lender and Lender’s bonded and insured agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their LeasesLeases and provided Lender, its agents and such third parties use reasonable efforts to minimize interference with such tenants) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate on a commercially reasonable basis with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. Other than in connection with what Lender determines to be an emergency situation, Lender agrees not to conduct any invasive testing. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which payment or reimbursement is sought. With respect to any such disbursement request greater than or equal to $50,000, Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,00035,000, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured or unwaived.

Required Work. Borrower shall diligently pursue all Required Repairs Replacements and Replacements Tenant Improvements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000250,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, and during the continuance upon Borrower's failure to cure such condition within fifteen (15) days of an Event of Defaultnotice thereof from Lender, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Replacement Reserve Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior further notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. Notwithstanding the foregoing, Lender shall not be required to provide any advance notice to Borrower in the event that Lender determines in good faith that the performance of such Required Work is of an emergency nature. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended Notwithstanding the foregoing, Lender shall provide Borrower written notice of who Lender intends shall perform any Required Work or which watchmen shall protect the Property from Damage as described in Section 9.4(b) or this Section 9.4(c). If within three Business Days after receipt of such notice, Borrower provides written notice to Lender that, in Sponsor's reasonable judgment, the use of such entities or individuals to perform the work or protect the Property could adversely affect Sponsor's ability to qualify as a real estate investment trust under the Code, Lender shall not employ such entities or individuals, and in such case the Lender shall repeat the process described above, and the Borrower shall have the same consent rights as described above. Any reasonable costs or expenses incurred by Lender, to the extent not from the Reserve Funds, Lender as a result of this notice process shall be deemed to have been advanced under the Loan to Borrower and secured paid by the MortgagesBorrower. For this purpose Borrower constitutes and appoints In addition, Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: required to provide any (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Provided Lender gives Borrower notice at least 1 day in advance, Borrower shall permit Lender and Lender’s 's bonded and insured agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their LeasesLeases and provided Landlord uses reasonable efforts to minimize interference with such tenants) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.69. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements and Tenant Improvements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000. 50,000, Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesDeed of Trust. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s 's representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s 's expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as 49 applicable, free and clear of all mechanic’s's, materialman’s 's or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s 's or materialmen’s 's or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Deed of Trust and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Subject only to delays arising in connection with Force Majeure, Borrower shall diligently pursue all Required Repairs Repairs, Replacements and Replacements Tenant Improvements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any upon ten (10) days prior written notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.04 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.04 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.04. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.04 or the completion of Required Work pursuant to this Section 9.69.04. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection; provided, Borrower shall not be required to pay such inspection fee more than three (3) times in any one (1) calendar year. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the reasonable and actual expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances), subject, however, to Borrower’s right to contest any such Liens pursuant to Section 5.04(b) hereof. (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property (other than Liens being contested by Borrower pursuant to Section 5.04(b) hereof) since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000200,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to LenderLender to the extent such contract or subcontract exceeds $200,000. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall provide Borrower with written notice of such fact and shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing until Borrower has remedied any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunderdeficiencies specified in Lender’s notice. (c) During the continuance of an Event of Default, in order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the PropertiesProperty, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6Property. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,00050,000, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00075,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful limited attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revokedrevoked until the payment in full of the Debt. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, any Individual Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Propertiessuch Individual Property, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Propertiesany Individual Property, inspect the Properties such Individual Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,00075,000, Lender may require Borrower to provide Lender with a search of title to the Properties related Individual Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties such Individual Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are such Individual Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. (a) Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”") to completion in accordance with the following requirements: (ab) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (bc) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (cd) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the Properties, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower Borrowers shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000. Upon Lender’s request, Borrower Borrowers shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower Borrowers and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Borrowers grant Lender the right to enter onto the Properties each Individual Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties each Individual Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower Borrowers and secured by the Mortgages. For this purpose Borrower constitutes Borrowers constitute and appoints appoint Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower Borrowers upon Borrower’s Borrowers’ failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers Borrowers empower said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower Borrowers which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties any Individual Property or the rehabilitation and repair of the Propertiesany Individual Property; and (vii) to do any and every act which Borrower Borrowers might do on its their own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower Borrowers additional sums to make or complete any Required Work. (e) Borrower Borrowers shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, any Individual Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Propertiesan Individual Property, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower Borrowers shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties any Individual Property at Borrower’s Borrowers’ expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower Borrowers shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower Borrowers shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require the related Borrower to provide Lender with a search of title to the Properties related Individual Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties related Individual Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrowers hereby assign to Lender all rights and claims Borrowers may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. To the extent Borrower is obligated to make any Replacements pursuant to any Lease, Borrower shall diligently pursue all Required Repairs and such Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000150,000. Upon Lender’s written request, Borrower shall collaterally assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work without providing any additional written notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder, or (ii) provide written notice to Borrower detailing information on the conditions Lender has identified as unworkmanlike or untimely. Borrower shall then have ten (10) Business Days after receipt of such notice to correct or cause to be corrected the conditions identified in such notice. In the even the unworkmanlike conditions continue after such ten (10) Business Day period, Lender shall have the option to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Replacement Reserve Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior additional written notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During In the continuance of an Event of Default, in order event Lender withholds disbursements and proceeds to facilitate Lender’s completion of complete the Required WorkWork pursuant to Section 9;4(b), Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense customary and reasonable and customary expenses of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Work, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,00050,000, which approval shall not be unreasonably withheld, conditioned or delayed. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner (consistent with the time deadlines provided herein), upon written notice to Borrower and during the continuance of an Event of DefaultBorrower’s failure to commence performance thereof within thirty (30) days, weather permitting, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Replacement Reserve Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, effective only when Lender has the right to exercise its rights under Section 9.4(b), Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose purpose, and subject to the limitations contained in the first sentence of this Section 9.4(c), Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required WorkWork permitted per Section 9.4(b) of this Agreement; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ or retain such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposespurposes at commercially reasonable prices to the extent such work is not being performed by contractors or subcontractors retained by Borrower; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this AgreementSection 9.4. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 to enter onto the Properties, together with a representative of Borrower, during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the Properties, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000250,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Replacement Reserve Funds or the FF&E Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any upon ten (10) days prior written notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection; provided, Borrower shall not be required to pay such inspection fee more than three (3) times in any one (1) calendar year. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the reasonable and actual expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000.00. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender Lender, after ten (10) days prior notice to Borrower, shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be reasonably required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “"Required Work”) to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000200,000. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s completion of the Required Work, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.69.4. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 9.4 or the completion of Required Work pursuant to this Section 9.69.4. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the PropertiesProperty, inspect the Properties Property at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 1,000 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before Before each disbursement of the Reserve Funds for Required Work in excess of $500,000Funds, Lender may require Borrower to provide Lender with a search of title to the Properties Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties Property since the date of recordation of the Mortgages Mortgage and that title to the Properties are Property is free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (j) Borrower hereby assigns to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the Required Work; provided, however, that Lender may not pursue any such rights or claims unless an Event of Default has occurred and remains uncured.

Required Work. Borrower shall diligently pursue all Required Repairs and Replacements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence event Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, upon ten (10) days notice to Borrower and during the continuance Borrower's failure to commence performance of an Event of Defaultsuch Required Work in accordance with this Section 9.4, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicableif any, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required Work, as permitted in subsection 9.4(b) above, Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be reasonably necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty; and (vii) to do any and every act which Borrower might would be required to do on its own behalf to fulfill the terms of this Agreement. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.6. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.to

Required Work. Borrower shall diligently pursue all Required Repairs Replacements and Replacements Tenant Improvements (collectively, the “Required Work”"REQUIRED WORK") to completion in accordance with the following requirements: (a) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Required Work to the extent such contracts or work orders exceed $500,000100,000. Upon Lender’s 's request, Borrower shall assign any contract or subcontract to Lender. (b) Upon In the occurrence and during the continuance of an Event of Defaultevent Lender determines in its reasonable discretion that any Required Work is not being or has not been performed in a workmanlike or timely manner, Lender shall have the option to withhold disbursement for such unsatisfactory Required Work upon fifteen (15) days prior written notice to Borrower (unless there exists a threat to health or safety, in which case no such notice shall be required) and to proceed under existing contracts or to contract with third parties to complete such Required Work and to apply the Required Repair Funds or the FF&E Replacement Reserve Funds, as applicable, toward the labor and materials necessary to complete such Required Work, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (c) During the continuance of an Event of Default, in In order to facilitate Lender’s 's completion of the Required WorkWork pursuant to Section 9.4(b), Borrower grants Lender the right to enter onto the Properties Property and perform any and all work and labor necessary to complete the Required Work and/or employ watchmen to protect the Properties Property from damage. All sums so expended by Lender, to the extent not from the Reserve Funds, shall be deemed to have been advanced under the Loan to Borrower and secured by the MortgagesMortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Required Work in the name of Borrower upon Borrower’s 's failure to do so in a workmanlike and timely manner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney-in-fact as follows: : (i) to use any of the Reserve Funds for the purpose of making or completing the Required Work; (ii) to make such additions, changes and corrections to the Required Work as shall be reasonably necessary or desirable to complete the Required Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual the Property, or as may be necessary or desirable for the completion of the Required Work, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Properties Property or the rehabilitation and repair of the PropertiesProperty except to the extent arising from Lender's gross negligence or willful misconduct; and (vii) to do any and every act which Borrower might do on its own behalf to fulfill the terms of this AgreementAgreement with regards to Lender's performance of the Required Work. (d) Nothing in this Section 9.6 9.4 shall: (i) make Lender responsible for making or completing the Required Work; (ii) require Lender to expend funds in addition to the Reserve Funds to make or complete any Required Work; (iii) obligate Lender to proceed with the Required Work; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Required Work. (e) Borrower shall permit Lender and Lender’s 's agents and representatives (including, without limitation, Lender’s 's engineer, architect, or inspector) or third parties performing Required Work pursuant to this Section 9.6 9.4 to enter onto the Properties, together with a representative of Borrower, Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Required Work and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Required Work which are or may be kept at the PropertiesProperty, and to complete any Required Work made pursuant to this Section 9.6. Borrower shall cause all contractors and subcontractors to cooperate with Lender and Lender’s representatives or such other persons described above in connection with inspections described in this Section 9.6 or the completion of Required Work pursuant to this Section 9.69. (f) Lender may, to the extent any Required Work would reasonably require an inspection of the Properties, inspect the Properties at Borrower’s expense prior to making a disbursement of the Reserve Funds in order to verify completion of the Required Work for which reimbursement is sought. Borrower shall pay Lender a reasonable inspection fee not exceeding $500 for each such inspection. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the Reserve Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (g) The Required Work and all materials, equipment, fixtures, or any other item comprising a part of any Required Work shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialman’s or other Liens (except for Permitted Encumbrances). (h) Unless Borrower has delivered acceptable lien waivers for all applicable mechanics and materialmens, before each disbursement of the Reserve Funds for Required Work in excess of $500,000, Lender may require Borrower to provide Lender with a search of title to the Properties effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s or other Liens of any nature have been placed against the Properties since the date of recordation of the Mortgages and that title to the Properties are free and clear of all Liens (except for Permitted Encumbrances). (i) All Required Work shall comply with all Legal Requirements and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.