Common use of Maintenance and Use of Property Clause in Contracts

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART Lease) without the consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART PetsMART Lease) without the consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower Mortgagor shall cause the Property to be maintained maintained, in all material respects, in a good and safe condition (taking into account its use) and repairrepair (ordinary wear and tear excepted) in accordance with the terms of the Loan Agreement and the other Loan Documents. The Subject to the terms of the Loan Agreement and the other Loan Documents, the Improvements and the Personal Property shall not be removed, demolished or altered or expanded in any manner which will materially altered (except for normal replacement impair or diminish the value of the Personal Property or as permitted in the PETsMART Lease) without the consent of LenderMortgagee. Except as provided in Section 3.8(f) hereofSubject to the terms of the Loan Agreement and the other Loan Documents, Borrower Mortgagor shall promptly repair, replace or rebuild (if, in the case of condemnation or cause to be repairedeminent domain action, replaced such repair, replacement or rebuilt, rebuilding is practical) any material part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding condemnation or eminent domain action and, subject to the terms of the character referred to in Section 3.6 hereof Loan Agreement and the other Loan Documents, shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Subject to the terms of the Loan Agreement and the other Loan Documents, Xxxxxxxxx shall not initiate, join in, acquiesce in, or consent to any material change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, providedwithout the prior written consent of Mortgagee, that Borrower which consent shall not be permitted unreasonably withheld, conditioned or delayed. Subject to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value terms of the Property or impair its useLoan Agreement and the other Loan Documents, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If if under applicable zoning provisions the any material use of all or any portion of the Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderMortgagee unless otherwise expressly permitted under the Loan Agreement and the other Loan Documents, such consent not to be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repairrepair in all material respects. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, ; provided, that however, Borrower shall have no obligation to prosecute the Restoration of the Property if Net Proceeds are not made available to Borrower for such purpose; provided, however, Borrower shall be permitted obligated to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce repair the value Property to the extent necessary (i) to protect life and safety at the Property and (ii) to return the Property to a condition where the Property is deemed an architectural whole whereby access to any portion of the Property or impair its use, is not impaired and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights the shell of waythe Improvements is fully complete and closed. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause Mortgage Borrower to, or shall cause Mortgage Borrower to cause each Tenant at the Property to, cause the Property to be maintained in a good and safe condition and repair, ordinary wear and tear excepted. The Improvements and the Mortgage Borrower’s Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property Property) to the extent the same would materially and adversely affect the value of such Improvements or Personal Property, as permitted in the PETsMART Lease) applicable, without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly cause Mortgage Borrower to perform (or shall cause Mortgage Borrower to cause each Tenant to perform) the prompt repair, replace or rebuild or cause to be repaired, replaced or rebuilt, replacement and/or rebuilding of any part of the Property (other than any Tenant Funded Alterations) which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall cause Mortgage Borrower to operate, or shall cause Mortgage Borrower to cause each Tenant at the Property to operate, the Property for the same uses as the Property is currently operated or as primarily a warehouse, light industrial, logistics or office property and Borrower shall not (and shall not permit Mortgage Borrower to), without the prior written consent of Lender, (i) change the use of the Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit (and shall cause Mortgage Borrower to not cause or permit) the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall, or shall cause each Tenant at the Property to, cause the Property to be maintained in a good and safe condition and repair, ordinary wear and tear excepted. The Improvements and the Borrower’s Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property Property) to the extent the same would materially and adversely affect the value of such Improvements or Personal Property, as permitted in the PETsMART Lease) applicable, without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly perform (or shall cause each Tenant to perform) the prompt repair, replace or rebuild or cause to be repaired, replaced or rebuilt, replacement and/or rebuilding of any part of the Property (other than any Tenant Funded Alterations) which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate, or shall cause each Tenant at the Property to operate, the Property for the same uses as the Property is currently operated or as primarily a warehouse, light industrial, logistics or office property and Borrower shall not, without the prior written consent of Lender, (i) change the use of the Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower Mortgagor shall cause the Property to be maintained in a good and safe condition and repairrepair in accordance with the terms of the Loan Agreement. The Subject to the terms of the Loan Agreement, the Improvements and the Personal Property shall not be removed, demolished or materially altered or expanded (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender. Except as provided in Section 3.8(f) hereofSubject to the terms of the Loan Agreement, Borrower Mortgagor shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualtyCasualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof Condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Subject to the terms of the Loan Agreement, Mortgagor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the Property ------------------------------- Properties to be maintained in a materially good and safe condition and repair. The Except as provided herein, the Improvements and the Personal Property Equipment shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseEquipment) without the consent of LenderLender (except as permitted under Permitted Leases without Borrower's consent). Except as provided in Section 3.8(f) hereofBorrower shall, or shall cause the applicable tenant to promptly comply with all laws, orders and ordinances affecting the Properties, or the use thereof. Borrower shall, or shall cause the applicable tenant to, promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the any Individual Property which may be that is destroyed by any casualtycasualty (subject to the provisions of Section 5.2(a)), or become becomes materially damaged, worn or dilapidated or which may be that is affected by any proceeding of the character referred to in Section 3.6 5.3 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Landsuch Individual Property. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property Properties or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the such nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, in its sole discretion. Borrower shall not (i) change the use of the Properties from that permitted under the Permitted Leases, (ii) permit or suffer to occur any waste on or to the Properties or to any portion thereof or (iii) take any steps whatsoever to convert the Properties, or any portion thereof, to a condominium or cooperative form of management. Borrower will not install or permit to be installed on the Properties any underground storage tank except in strict compliance with all applicable Environmental Laws.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair, ordinary wear and tear excepted. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.19 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild perform (or cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any Condemnation or similar proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate each Individual Property for the same uses as such Individual Property is currently operated and Borrower shall not, without the prior written consent of Lender, (i) change the use of the Property or any Individual Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.. Section 4.7

Maintenance and Use of Property. Borrower shall use commercially reasonable efforts to cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as otherwise permitted in the PETsMART Leasepursuant to Section 4.21 hereof) without the consent of LenderRequisite Lenders (which must include the consent of any Lender then acting as Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed. Except as provided in Section 3.8(f) hereofSubject to the terms and conditions of, and the rights of Tenants under, the Leases (and any applicable SNDA), Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Without the consent of Requisite Lenders (which must include the consent of any Lender then acting as Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed, Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderRequisite Lenders (which must include the consent of any Lender then acting as Administrative Agent), such consent not to be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repairrepair in all material respects. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, providedwithout the prior written consent of Lender, that Borrower which shall not be permitted to enter into easement agreements unreasonably withheld, conditioned or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of waydelayed. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender. Borrower’s rights and obligations are subject to the applicable provisions of the applicable Lease and Tenant’s rights thereunder. To the extent the obligations set forth in this Section 4.3 are the responsibility of Tenant pursuant to the applicable Lease, Borrower shall be deemed to be in compliance with this Section 4.3 so long as Tenant is not in default under the applicable Lease or, if the Tenant is in default under the applicable Lease after any applicable notice and cure period, for the obligations above, Borrower is asserting its rights and is using commercially reasonable efforts to enforce Tenant’s obligations under the applicable Lease; provided, however, that the foregoing shall in no way limit Borrower’s obligations under this Section 4.3 and the Loan Documents.

Maintenance and Use of Property. Borrower shall cause Mortgage Borrower and/or Operating Lessee to cause the Property to be maintained in a good, safe and insurable condition and in compliance with all applicable Legal Requirements, and shall promptly cause Mortgage Borrower to make all repairs to the Properties, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen except where the failure to so comply would not reasonably be expected to have and does not have a Material Adverse Effect. All repairs made by Mortgage Borrower shall be made in a good and safe condition workmanlike manner, shall be equal or better in quality and repairclass to the original work and shall comply with all applicable Legal Requirements and insurance requirements. The Improvements and the Personal Property shall not be removed, demolished or other than in accordance with the provisions of Section 5.21, materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the prior written consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower consent shall not initiatebe unreasonably withheld, join in, acquiesce in, conditioned or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of waydelayed. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not, and will not cause or permit Mortgage Borrower to, cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express prior written consent of Lender. Borrower shall cause Mortgage Borrower to operate the applicable Individual Properties in accordance with the terms and provisions of the applicable O&M Program.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair, reasonable wear and tear excepted. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender (which consent shall not be unreasonably withheld, delayed or conditioned) or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair of the Property. Borrower shall operate the Property for the same uses as the Property is currently operated and Borrower shall not, replaced or rebuiltwithout the prior written consent of Lender, any part (i) change the use of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or and, subject to the terms of the applicable Lease, will use commercially reasonable efforts to not permit the Tenants to cause a nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender. Borrower shall operate the Property in accordance with the terms and provisions of the O&M Program. Borrower shall (i) cause the infrared (IR) scan to determine whether any repairs or replacements of electrical components at the Property are required, as such scan is recommended pursuant to the Property Condition Report, to be completed within ninety (90) days after the Closing Date and shall provide a copy of the results of such scan to Lender within such time frame, and (ii) if such scan recommends any repair or replacement of the electrical components at the Property, Borrower shall promptly cause such recommended repairs and/or replacements to be completed in a good and workmanlike manner and provide Lender with evidence of the same, which evidence shall be reasonably satisfactory to Lender.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderAdministrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) Subject to the terms and conditions of Article VII hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or use commercially reasonable efforts to cause the completion and payment for in circumstances where a Tenant is obligated to perform the work pursuant to the terms of its Lease and is undertaking such work) any structure work at the Property at any time in the process of construction or repair on the Land. Subject to any alterations expressly permitted by this Agreement, Borrower shall not operate the Property for the same uses as the Property is currently operated and Borrower shall not, without the prior written consent of Administrative Agent, (i) change the use of the Property from office or retail or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderAdministrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Borrower shall cause, and shall cause Mortgage Borrower to cause, the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, or as otherwise permitted pursuant to Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement. Except as provided in Section 3.8(f) hereofSubject to the terms and conditions of Article VII of the Mortgage Loan Agreement, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or use commercially reasonable efforts to cause the completion and payment for in circumstances where a Tenant is obligated to perform the work pursuant to the terms of its Lease and is undertaking such work) any structure work at the Property at any time in the process of construction or repair on the Land. Subject to any alterations expressly permitted by this Agreement, Borrower shall cause Mortgage Borrower to operate the Property for the same uses as the Property is currently operated and Borrower shall not (and shall not permit Mortgage Borrower to), without the prior written consent of Lender, (i) change the use of the Property from office or retail or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit (and shall not permit Mortgage Borrower to cause or permit) the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Borrower shall cause the Mortgage Borrower to cause each Individual Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender (not to be unreasonably withheld) or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the any Individual Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall cause Mortgage Borrower to operate each Individual Property for the same uses as such Individual Property is currently operated and Borrower shall not (and shall not permit Mortgage Borrower to), without the prior written consent of Lender (not to be unreasonably withheld with respect to a request pursuant to the immediately succeeding clause (ii)), (i) change the use of such Individual Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the such Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall use commercially reasonable efforts to cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as otherwise permitted in the PETsMART Leasepursuant to Section 4.21 hereof) without the consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed. Except as provided in Section 3.8(f) hereofSubject to the terms and conditions of, and the rights of Tenants under the Leases, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Without the consent of Lender, not to be unreasonably withheld, conditioned or delayed, Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, not to be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Borrower shall cause, and shall cause Mezzanine A Borrower to cause Mortgage Borrower to cause, the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, or as otherwise permitted pursuant to Section 4.21 hereof and Section 4.21 of the Mortgage Loan Agreement. Except as provided in Section 3.8(f) hereofSubject to the terms and conditions of Article VII of the Mortgage Loan Agreement, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or use commercially reasonable efforts to cause the completion and payment for in circumstances where a Tenant is obligated to perform the work pursuant to the terms of its Lease and is undertaking such work) any structure work at the Property at any time in the process of construction or repair on the Land. Subject to any alterations expressly permitted by this Agreement, Borrower shall cause Mezzanine A Borrower to cause Mortgage Borrower to operate the Property for the same uses as the Property is currently operated and Borrower shall not (and shall not permit Mezzanine A Borrower to permit Mortgage Borrower to), without the prior written consent of Lender, (i) change the use of the Property from office or retail or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit (and shall not permit Mezzanine A Borrower to permit Mortgage Borrower to cause or permit) the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Borrower shall cause the each Individual Property to be maintained in a good and safe condition and repair, ordinary wear and tear excepted and subject to Excusable Delay and the provisions of this Agreement with respect to any Casualty or Condemnation. The Improvements and the Personal Collateral Property shall not be removed, demolished or or, other than in accordance with the provisions of Section 5.21, materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseCollateral Property) without the prior written consent of Lender. Except as provided , which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, Lender’s consent shall be deemed granted under this Section 5.02 if not disapproved by Lender in Section 3.8(fwriting within fifteen (15) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part days of Lender’s receipt of the Property which may be destroyed Borrower’s request pursuant to this Section in an envelope marked “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF SECTION 5.02 OF THE LOAN AGREEMENT” together with all other information and documentation related thereto that is reasonably requested by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding Lender in connection with its analysis of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Landrequest hereunder. Borrower shall cause each Individual Property not initiateto be used other than for retail purposes (other than the Individual Property operated as a distribution center located in Rockford, join inIllinois) and related ancillary uses, acquiesce in, or consent to in each case consistent in all material respects with the manner in which any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the such Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of wayis currently being used. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall, or shall cause each Tenant at the Property to, cause the Property to be maintained in a good and safe condition and repair, ordinary wear and tear excepted. The Improvements and the Borrower’s Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property Property) to the extent the same would materially and adversely affect the value of such Improvements or Personal Property, as permitted in the PETsMART Lease) applicable, without the consent of LenderAdministrative Agent or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly perform (or shall cause each Tenant to perform) the prompt repair, replace or rebuild or cause to be repaired, replaced or rebuilt, replacement and/or rebuilding of any part of the Property (other than any Tenant Funded Alterations) which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate, or shall cause each Tenant at the Property to operate, the Property for the same uses as the Property is currently operated or as primarily a warehouse, light industrial, logistics or office property and Borrower shall not, without the prior written consent of Administrative Agent, (i) change the use of the Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderAdministrative Agent.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART Foster Wheeler Lease) without the consent of Lender, whicx xxxxxxx xxxxl not be unreasonably withheld, delayed or conditioned. Except as may be provided in Section 3.8(f) hereof3.7(a), Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, provided that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause (or shall cause Mortgage Borrower, Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower and/or Operating Lessee to cause) the Property Properties to be maintained in a good, safe and insurable condition and in compliance with all applicable Legal Requirements, and shall promptly (or shall promptly cause Mortgage Borrower and/or Operating Lessee to) make all repairs to the Properties, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen except where the failure to so comply would not reasonably be expected to have and does not have a Material Adverse Effect. All repairs made (or caused to be made) by Borrower, Mezzanine B Borrower, Mezzanine C Borrower, Mezzanine A Borrower, Mortgage Borrower or Operating Lessee shall be made in a good and safe condition workmanlike manner, shall be equal or better in quality and repairclass to the original work and shall comply with all applicable Legal Requirements and insurance requirements. The Improvements and the Personal Property shall not be removed, demolished or other than in accordance with the provisions of Section 5.21, materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the prior written consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower consent shall not initiatebe unreasonably withheld, join in, acquiesce in, conditioned or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of waydelayed. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not (and will not cause or permit Mortgage Borrower, Mezzanine A Borrower, Mezzanine C Borrower and Mezzanine B Borrower to) cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express prior written consent of Lender.

Maintenance and Use of Property. Borrower shall use commercially reasonable efforts to cause Mortgage Borrower to maintain the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as otherwise permitted in the PETsMART Leasepursuant to Section 4.21 hereof) without the consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed. Except as provided in Section 3.8(f) hereofSubject to the terms and conditions of, and the rights of Tenants under the Leases, Borrower shall shall, promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Without the consent of Lender, not to be unreasonably withheld, conditioned or delayed, Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, not to be unreasonably withheld, conditioned or delayed.

Maintenance and Use of Property. Each of Borrower and Master Lessee shall cause the Property to be maintained in a good and safe condition and repairrepair in all material respects. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement or disposal of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild (or shall cause to be repaired, replaced or rebuilt, ) any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Except with Lender’s prior written consent, neither Borrower nor Master Lessee shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, neither Borrower nor Master Lessee will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repairrepair in all material respects. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender (which consent shall not be unreasonably withheld, conditioned or delayed) or as otherwise permitted pursuant to Section 7.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild (or cause to be repaired, replaced or and rebuilt, ) any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 5.13 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderLender (which consent shall not be unreasonably withheld, conditioned or delayed).

Maintenance and Use of Property. Borrower shall, or shall cause Operating Tenant to, cause the Property to be maintained in a good and safe condition and repairrepair in all material respects. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereofBorrower shall, Borrower or shall cause Operating Tenant to, promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not, and shall not permit Operating Tenant to, initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not, and will not permit Operating Tenant to, cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the ------------------------------- Property to be maintained in a good and safe condition and repair. The Improvements (excluding Tenant Improvements) and the Personal Property (except as otherwise permitted by the Pledge Agreements) shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property Property, such modifications as are necessary for the normal operation of Borrower's business, or such tenant improvements/build-out work as permitted is necessary to induce a tenant of a Lease to lease such space in the PETsMART Leaseaccordance with Section 4.8(a) above) without the consent of LenderHolders of a majority in the aggregate principal amount of the outstanding Notes. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof 4.6 and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderTrustee/Collateral Agent.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repairrepair in accordance with the terms of the Loan Agreement. The Subject to the terms of the Loan Agreement, the Improvements and the Personal Property shall not be removed, demolished or materially altered or expanded (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender, which consent shall not be unreasonably withheld, conditional or delayed. Except as provided in Section 3.8(f) hereofSubject to the terms of the Loan Agreement, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualtyCasualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof Condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Subject to the terms of the Loan Agreement, Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement LOAN AGREEMENT – Page 47 41458-110/JANAF Shopping Yard (VA) of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate the Property for the same uses as the Property is currently operated and Borrower shall not, without the prior written consent of Lender, (i) change the use of the Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower Trustor shall cause the Property to be maintained in a good and safe condition and repairrepair in accordance with the terms of the Loan Agreement. The Subject to the terms of the Loan Agreement, the Improvements and the Personal Property shall not be removed, demolished or materially altered or expanded (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender. Except as provided in Section 3.8(f) hereofSubject to the terms of the Loan Agreement, Borrower Trustor shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualtyCasualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof Condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Subject to the terms of the Loan Agreement, Trustor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower Trustor will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the each Individual Property to be maintained in a good and safe condition and repairrepair in all material respects. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART Leaseremoval of obsolete Personal Property without replacement) without the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild (or cause to be repairedthe repair, replaced replacement or rebuilt, rebuilding thereof) any part of the applicable Individual Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and except to the extent the same is being contested pursuant to the terms hereof, pay for (or use commercially reasonable efforts to cause the completion and payment for in circumstances where a third party is obligated to perform the work pursuant to the terms of a Lease and is undertaking such work) any structure work at the Property at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the applicable Individual Property or any part thereofthereof except to the extent the same is a Permitted Easement or will not have, providednor is reasonably likely to result in, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of wayan Individual Material Adverse Effect. If under applicable zoning provisions the use of all or any portion of the an Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Subject to Borrower’s rights and responsibilities as landlord under the Leases (including any restrictions or limitations contained therein), Borrower shall cause the Property to be maintained in a good, safe and insurable condition and in compliance with all applicable Legal Requirements, and shall promptly make all repairs to the Property, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen. All repairs made by Borrower shall be made with first-class materials, in a good and safe condition workmanlike manner, shall be equal or better in quality and repairclass to the original work and shall comply with all applicable Legal Requirements and insurance requirements. The Improvements and the Personal Property shall not be removed, demolished or other than in accordance with the provisions of Section 5.21, materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the prior written consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender. Notwithstanding the foregoing in this Section 5.2, Borrower’s rights and obligations are subject to the applicable provisions of the applicable Lease and Tenant’s rights thereunder. To the extent the obligations set forth in this Section 5.2 are the responsibility of Tenant pursuant to the applicable Lease, Borrower shall be deemed to be in compliance with this Section 5.2 so long as Tenant is not in default under the applicable Lease or, if the Tenant is in default under the applicable Lease after any applicable notice and cure period, for the obligations above, Borrower is asserting its rights and is using commercially reasonable efforts to enforce Tenant’s obligations under the applicable Lease; provided, however, that the foregoing shall in no way limit Borrower’s obligations under this Section 5.2 and the Loan Documents.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART Fleming Lease) without the consent of Lender. Except as provided in may be provixxx xx Section 3.8(f) hereof3.7(a), Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. : Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, provided that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower Borrowers shall cause the Property to be maintained in a good and safe condition and repairrepair in accordance with the terms of the Loan Agreement. The Subject to the terms of the Loan Agreement, the Improvements and the Personal Property shall not be removed, demolished or materially altered or expanded (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderMortgagee. Except as provided in Section 3.8(f) hereofSubject to the terms of the Loan Agreement, Borrower Borrowers shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualtyCasualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof Condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Subject to the terms of the Loan Agreement, Mortgagors shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower Mortgagors will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderMortgagee.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repairrepair in all material respects in accordance with reasonable market practice for a property of its nature, subject to ordinary wear and tear and Excusable Delays. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property, the removal of obsolete fixtures or Personal Property that Borrower reasonably determines does not require replacement, or as otherwise permitted in the PETsMART Leasepursuant to Section 4.21 hereof) without the consent of LenderAdministrative Agent. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or casualty and which may be affected by any proceeding is necessary for the operation of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in Property substantially as operated as of the process of construction or repair on the Landdate hereof. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereofthereof without the consent of Administrative Agent, provided, that Borrower which consent shall not be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of wayunreasonably withheld. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderAdministrative Agent, unless such discontinuation or abandonment would not result in a Material Adverse Effect.

Maintenance and Use of Property. Borrower shall cause the each Individual Property to be maintained in a good and safe condition and repair, reasonable wear and tear excepted. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided Subject to Borrower’s ability to release an Individual Property in Section 3.8(faccordance with Sections 7.4(c) and (d) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the any Individual Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate each Individual Property for the same category of uses as such Individual Property is currently operated (e.g., retail, commercial office, etc.) and Borrower shall not, without the prior written consent of Lender, (i) change the use of any Individual Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the any Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or and, subject to the terms of the applicable Lease, will use commercially reasonable efforts to not permit the Tenants to cause a nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower Mortgagor shall cause the Property to be maintained in a good and safe condition and repairrepair in accordance with the terms of the Loan Agreement. The Subject to the terms of the Loan Agreement, the Improvements and the Personal Property shall not be removed, demolished or materially altered or expanded (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender. Except as provided in Section 3.8(f) hereofSubject to the terms of the Loan Agreement, Borrower Mortgagor shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualtyCasualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof Condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Subject to the terms of the Loan Agreement, Mortgagor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, such consent not to be unreasonably withheld or delayed.

Maintenance and Use of Property. Borrower (a) Borrowers and Operating Lessee shall cause the Property to be maintained in a good, safe and insurable condition and otherwise in accordance with the standards set forth in Management Agreement and in material compliance with all applicable Laws, Condominium Requirements and the Leases, pay all fees or charges arising in connection therewith and shall promptly make all repairs to the Property to maintain them in good, safe and insurable condition and as otherwise required by the Management Agreement, applicable Laws, Condominium Requirements and the Leases, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen, ordinary wear and tear and damage by casualty excepted. Neither Borrowers nor Operating Lessee shall use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in a manner which results in a material violation of any applicable Law or Condominium Requirement. All repairs made or caused to be made by Borrowers and Operating Lessee shall be made with quality materials, in a good and safe condition workmanlike manner and repair. The Improvements shall comply in all respects with the Management Agreement, applicable Laws, Condominium Requirements and the Personal Property Leases. Neither Borrowers nor Operating Lessee shall not be removedimpose any easement, demolished restriction, covenant or materially altered (except for normal replacement of encumbrance on the Personal Property or as permitted in the PETsMART Leaseany portion thereof (other than Permitted Liens) without the consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild grant any purchase or cause to be repaired, replaced lease right or rebuilt, any part of option on the Property which may be destroyed by or any casualtyportion thereof, execute or become damaged, worn file any subdivision plat or dilapidated condominium declaration affecting the Property or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, portion thereof or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made annexation of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce portion thereof without the value prior written consent of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of wayRequired Lenders. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower Borrowers will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderAdministrative Agent.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe working condition and repairrepair in all material respects (reasonable wear and tear excepted). The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART Leaseordinary course of Borrower’s business with items of the same utility and of equal or greater value, and sales of obsolete equipment no longer needed for the operation of the Property) without the consent of LenderLender (not to be unreasonably withheld or delayed) or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.13 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower thereof without Xxxxxx’s prior written consent (which consent shall not be permitted to enter into easement agreements unreasonably withheld or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of waydelayed). If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender. Borrower shall not install or permit to be installed on the Property any underground storage tank.

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair, reasonable wear and tear excepted. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender (which such consent shall not be unreasonably withheld, conditioned or delayed (subject, in each case, to REMIC Requirements)) or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall operate the Property for the same uses as the Property is currently operated and Borrower shall not, without the prior written consent of Lender (which such consent shall not be unreasonably withheld, conditioned or delayed (subject, in each case, to REMIC Requirements)), (i) change the use of the Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of LenderLender (which such consent shall not be unreasonably withheld, conditioned or delayed (subject, in each case, to REMIC Requirements)).

Maintenance and Use of Property. Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate the Property for the same uses as the Property is currently operated and Borrower shall not, without the prior written consent of Lender, (i) change the use of the Property LOAN AGREEMENT – Page 52 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the each Individual Property to be maintained in a good and safe condition and repair, ordinary wear and tear excepted and subject to Excusable Delay and the provisions of this Agreement with respect to any Casualty or Condemnation. The Improvements and the Personal Collateral Property shall not be removed, demolished or or, other than in accordance with the provisions of Section 5.21, materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseCollateral Property) without the prior written consent of Lender. Except as provided , which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, Lender’s consent shall be deemed granted under this Section 5.02 if not disapproved by Lender in Section 3.8(fwriting within fifteen (15) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part days of Lender’s receipt of the Property which may be destroyed Borrower’s request pursuant to this Section in an envelope marked “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF SECTION 5.02 OF THE LOAN AGREEMENT” together with all other information and documentation related thereto that is reasonably requested by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding Lender in connection with its analysis of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Landrequest hereunder. Borrower shall cause each Individual Property not initiateto be used other than for retail purposes and related ancillary uses, join in, acquiesce in, or consent to in each case consistent in all material respects with the manner in which any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the such Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of wayis currently being used. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

Maintenance and Use of Property. Borrower shall cause the Property ------------------------------- Properties to be maintained in a materially good and safe condition and repair. The Except as provided herein, the Improvements and the Personal Property Equipment shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseEquipment) without the consent of LenderLender (except as permitted under Permitted Leases without Borrower's consent). Except as provided in Section 3.8(f) hereofBorrower shall, or shall cause the applicable tenant to promptly comply with all laws, orders and ordinance affecting the Properties, or the use thereof. Borrower shall, or shall cause the applicable tenant to, promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the any Individual Property which may be that is destroyed by any casualtycasualty (subject to the provisions of Section 5.2(a)), or become becomes materially damaged, worn or dilapidated or which may be that is affected by any proceeding of the character referred to in Section 3.6 5.3 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Landsuch Individual Property. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property Properties or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the such nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, in its sole discretion. Borrower shall not (i) change the use of the Properties from that permitted under the Permitted Leases, (ii) permit or suffer to occur any waste on or to the Properties or to any portion thereof or (iii) take any steps whatsoever to convert the Properties, or any portion thereof, to a condominium or cooperative form of management. Borrower will not install or permit to be installed on the Properties any underground storage tank except in strict compliance with all applicable Environmental Laws.

Maintenance and Use of Property. Borrower shall cause the Property Properties to be maintained in a reasonably good and safe condition and repair. The Improvements and the Personal Property (owned by Borrower) shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided in Section 3.8(f) hereof, Borrower shall promptly (or shall cause) the prompt repair, replace or rebuild or cause to be repaired, replaced or rebuilt, replacement and/or rebuilding of any part of the any Individual Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the any Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned.

Maintenance and Use of Property. Borrower shall cause the each Individual Property to be maintained in a good and safe condition and repair, reasonable wear and tear excepted. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART LeaseProperty) without the consent of LenderLender or as otherwise permitted pursuant to Section 4.21 hereof. Except as provided Subject to Borrower’s ability to release an Individual Property in Section 3.8(faccordance with Sections 7.4(c) and (d) hereof, Borrower shall promptly repair, replace perform (or rebuild or shall cause to be repairedperformed) the prompt repair, replaced or rebuilt, replacement and/or rebuilding of any part of the any Individual Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall not operate each Individual Property for the same uses as such Individual Property is currently operated and Borrower shall not, without the prior written consent of Lender, (i) change the use of any Individual Property or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the any Individual Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the any Individual Property is or shall become a nonconforming use, Borrower will not cause or and, subject to the terms of the applicable Lease, will use commercially reasonable efforts to not permit the Tenants to cause a nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.