Common use of Maintenance of Mortgaged Property Clause in Contracts

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower 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, 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 any Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, repair (subject to ordinary wear and tear tear), and damage caused shall otherwise operate and maintain the Mortgaged Property in a manner consistent with the manner in which it operates and maintains the other properties on which it operates similar businesses ("SIMILAR PROPERTIES"). Except as otherwise permitted by casualty or condemnation. The Improvements the Relevant Documents, the Improvements, the Fixtures and the Equipment equipment located on the Land or the Improvements shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediateequipment) without the consent of Lender Mortgagee which consent shall not unreasonably be unreasonably withheld or delayed. Mortgagor shall comply with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Except to the extent that Mortgagee fails to turn over insurance proceeds, if any, received by Mortgagee pursuant to SECTIONS 10 and 11 with respect to an Insured Casualty which the Mortgaged Property to Mortgagor, Mortgagor shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that that, following the date hereof, becomes damaged, worn or dilapidated. Borrower dilapidated and Mortgagor shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Notwithstanding anything to the contrary contained herein, Mortgagor hereby confirms its obligation to comply with all relevant Legal Requirements, including Environmental Laws, with respect to the Mortgaged Property. 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 any the Mortgaged Property or any part thereof without the thereof, unless Mortgagor shall have received Mortgagee's prior written consent, such consent of Lender, which consent shall not to be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of LenderMortgagee, which such consent shall not to be unreasonably withheld or delayed. Borrower Mortgagor shall not (i) change the use of any of the Land or Improvements in any material respect, respect or (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower shall cause Beneficiary may have a receiver --------------------------------- appointed by a court of competent jurisdiction for the purpose of collecting rents and managing the Mortgaged Property Property, and Trustor hereby consents in advance to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnationsuch appointment. The Improvements and the Equipment shall not be removedTrustee or Beneficiary personally, demolished or altered (except for (1) normal replacement of the Equipmentby its agents or attorneys, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms receiver appointed by the court, may enter into and conditions provided herein, Borrower shall, upon all or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property, and each and every part thereof, and may exclude the Trustor, its agents and servants wholly therefrom, and having and holding the same, may use, operate, manage and control the Mortgaged Property that becomes damagedand conduct the business thereof, worn either personally or dilapidatedby its superintendents, managers, agents, servants, attorneys or receivers. Borrower shall complete Upon every such entry, any party occupying the Mortgaged Property in accordance with this Article 3, at the expense of the Mortgaged Property or Trustor, may from time to time maintain and pay for any structure at any time in restore the process of construction or repair on the Land. Borrower shall not initiate, join 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 any Mortgaged Property or any part thereof without either by purchase, repair or construction, and in the written consent course of Lendersuch purchase, which consent shall not be unreasonably withheld repair or delayedconstruction may make such changes in the Improvements as it may deem desirable and may insure the same. If under applicable zoning provisions Likewise, from time to time, at the use expense of all the Mortgaged Property, the Trustee or Beneficiary or any portion such party may make all necessary or proper repairs, renewals and replacements of the Personal Property and such useful alterations, betterments and improvements thereto and thereon as to it may seem advisable. In every such case the Trustee or Beneficiary or any such party shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of the Trustor with respect thereto either in the name of the Trustor or otherwise, as it shall deem best, and shall be entitled to collect and receive the Rents and Profits of the Mortgaged Property is and every part thereof and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without other proper charges upon the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion part thereof, to a condominium or cooperative form of managementas well as just and reasonable compensation for the agents, clerks, servants and other employees by it properly engaged and employed, the Beneficiary shall apply the monies arising as aforesaid, in the order as is set forth in the Note.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower 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, 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 any Mortgaged Property or any part thereof without the written consent of Lender, Lender which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, Lender which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) time or for removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken up to remediate$1,000,000) without the consent of Lender the Agent which consent shall not be unreasonably withheld or delayedwithheld. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidateddilapidated except where the failure to do so is not reasonably likely to have a Material Adverse Effect. Borrower 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, 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 any the Mortgaged Property or any part thereof which can be reasonably likely to result in a Material Adverse Effect without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthe Agent. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayedthe Agent. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Improvements and Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent Mortgagee. Mortgagor shall not be unreasonably withheld or delayed. Except promptly comply with respect to an Insured Casualty which shall be governed by all laws, orders and ordinances affecting the terms and conditions provided herein, Borrower shallMortgaged Property, or the use thereof, including, without limitation, building and zoning ordinances and codes. Subject to Section 3(b) and 5(a) hereof, Mortgagor shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that is destroyed by any Casualty, or becomes damaged, worn or dilapidated. Borrower , or that is affected by any Condemnation and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Borrower 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 any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayedMortgagee. Borrower Mortgagor shall not (i) change the use of any of the Land or Improvements in any material respectMortgaged Property, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof, or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management. Mortgagor will not install or permit to be installed on the Premises any underground storage tank without Mortgagee's prior written consent.

Maintenance of Mortgaged Property. Borrower shall cause maintain the Mortgaged Property to be maintained in a good and safe condition condition, working order and repair, subject to wear and tear comply with all existing and damage caused by casualty future federal, state and local laws, ordinances, rules and regulations and court orders affecting or condemnation. The Improvements and which may be interpreted as affecting the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writingMortgaged Property, including the action taken Americans with Disabilities Act and all zoning, subdivision, land use, environmental, traffic, fire, building, and occupational safety and health rules, regulations, codes, acts and statutes to remediate) without the consent of Lender which consent it is subject; provided, however, that Borrower’s failure to so comply with such laws, ordinances, rules and regulations and court orders shall not be unreasonably withheld or delayedresult in an Event of Default unless such failure is in any material respect and following the expiration of any applicable notice and/or cure period contemplated herein. Except with respect Borrower shall permit Lender and its agents to an Insured Casualty which shall be governed by enter upon and inspect, in each case, subject to the terms and conditions provided herein, Borrower shall, or shall cause rights of tenants under any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part applicable Leases: (a) the areas of the Mortgaged Property which are open to the public at all reasonable hours during which such areas are open to the public, without prior notice and (b) all other areas of the Mortgaged Property during normal business hours with reasonable prior notice (provided that becomes damagedLender shall in no event be required to provide Borrower with more than three (3) Business Days prior notice), worn or dilapidatedexcept that no notice shall be required in the event of an emergency. Borrower shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiatenot, join 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 any Mortgaged Property or any part thereof without the written prior consent of Lender, which consent shall not may be unreasonably granted or withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of in Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not ’s sole and absolute discretion: (i) change the use of any of the Land or Improvements in any material respect, Premises; (ii) cause or permit the use or suffer occupancy of any part of the Premises to occur be discontinued if such discontinuance would violate any waste on zoning or other law, ordinance or regulation; (iii) apply for or consent to any subdivision, re-subdivision, zoning reclassification, modification or restriction affecting the Premises; (iv) threaten, commit or permit any waste, structural or material addition to or alteration, demolition or removal of the Mortgaged Property or to any portion thereof (provided that the Equipment included within the Collateral may be removed if replaced with similar items of equal or greater value); (iiiv) take any steps action whatsoever to convert any apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership, or (vi) take any action whatsoever to apply for, consent to or acquiesce in any subdivision or re-subdivision of the Mortgaged Property, or any portion thereof. No provision of this Section 6.16 shall prohibit Borrower from undertaking and completing tenant improvement work authorized under Leases or Lease modifications previously approved by Lender or not requiring Lender’s prior approval.

Maintenance of Mortgaged Property. Borrower Mortgagor agrees that it shall cause keep the Mortgaged Property in good order and condition and in a rentable and tenantable state of repair; to make or cause to be maintained in a good made, as and safe condition when necessary, all repairs, renewals and repairreplacements, subject structural and nonstructural, exterior and interior, ordinary and extraordinary, foreseen and unforeseen; not to wear and tear and damage caused by casualty remove, demolish or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered substantially structurally alter (except for (1tenant improvements and such alterations as may be required by laws, ordinances or regulations) normal replacement any of the Equipmentbuildings and improvements now or hereafter erected on the Mortgaged Property without Mortgagee’s prior, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to timewritten consent, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld withheld; to complete promptly and in good and workmanlike manner any building or delayed. Except other improvement which may be constructed on the Mortgaged Property and promptly restore in like manner any such building or improvement which may be damaged or destroyed thereon (subject to the right of Mortgagee to retain insurance proceeds, as set forth below), and to pay when due all claims for labor performed and materials furnished therefore; to comply with respect all laws, ordinances, regulations, covenants, conditions and restrictions now or hereafter affecting the Mortgaged Property or any part thereof, not to an Insured Casualty which shall be governed by the terms and conditions provided hereinpermit any waste, Borrower shallimpairment, or shall cause deterioration of the Mortgaged Property; to keep and maintain grounds, sidewalks, roads, parking and landscaped areas in or on the Mortgaged Property in good and neat order and repair; to comply with the provisions of any tenants obligated under their respective Leases to, promptly repair, replace lease of all or rebuild any part of the Mortgaged Property that becomes damagedProperty; not to commit, worn suffer or dilapidated. Borrower shall complete and pay for permit any structure at any time act to be done in the process of construction or repair on the Land. Borrower shall not initiate, join 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 any Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of upon the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use in violation of any of law, ordinance or regulation; not to permit the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property to become vacant or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementdeserted.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent Lender. Borrower shall not be unreasonably withheld or delayed. Except promptly comply with respect to an Insured Casualty which shall be governed by all laws, orders and ordinances affecting the terms and conditions provided herein, Borrower shallMortgaged Property, or the use thereof. Borrower shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty, or become damaged, worn or dilapidated. Borrower , or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any time in the process of construction or repair on the LandMortgaged Property; provided, however, that if Lender exercises its right to apply insurance proceeds other than for repair and restoration, Borrower shall have no independent obligation to fund the cost thereof or to make such repair or restoration. Except as expressly permitted in writing by Lender, 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (ia) change the use of any of the Land or Improvements in any material respect, Mortgaged Property as currently configured and utilized; (iib) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiic) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent in its reasonable discretion. Borrower shall not be unreasonably withheld or delayed. Except promptly comply with respect to an Insured Casualty which shall be governed by all laws, orders and ordinances affecting the terms and conditions provided herein, Borrower shallMortgaged Property, or the use thereof. Borrower shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty, or become damaged, worn or dilapidated. Borrower , or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Except as expressly permitted in writing by Lender, which permission shall not be unreasonably withheld, 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (ia) change the use of any of the Land or Improvements in any material respect, Mortgaged Property as currently configured and utilized; (iib) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiic) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, repair (subject to ordinary wear and tear tear), and damage caused shall otherwise operate and maintain the Mortgaged Property in a manner consistent with the manner in which it operates and maintains the other properties on which it operates similar businesses ("SIMILAR PROPERTIES"). Except as otherwise permitted by casualty or condemnation. The Improvements the Relevant Documents, the Improvements, the Fixtures and the Equipment equipment located on the Land or the Improvements shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediateequipment) without the consent of Lender Mortgagee which consent shall not unreasonably be unreasonably withheld or delayed. Mortgagor shall comply with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Except to the extent that Mortgagee fails to turn over insurance proceeds, if any, received by Mortgagee pursuant to Sections 10 and 11 with respect to an Insured Casualty which such Mortgaged Property to Mortgagor, Mortgagor shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that that, following the date hereof, becomes damaged, worn or dilapidated. Borrower dilapidated and Mortgagor shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Notwithstanding anything to the contrary contained herein, Mortgagor hereby confirms its obligation to comply with all relevant Legal Requirements, including Environmental Laws, with respect to the Mortgaged Property. 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 any the Mortgaged Property or any part thereof without the thereof, unless Mortgagor shall have received Mortgagee's prior written consent, such consent of Lender, which consent shall not to be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of LenderMortgagee, which such consent shall not to be unreasonably withheld or delayed. Borrower Mortgagor shall not (i) change the use of any of the Land or Improvements in any material respect, respect or (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall diligently and consistently enforce all of the terms of the Aurora Lease that require Aurora to maintain the Mortgaged Property in a good and safe condition and repair. If, however, Aurora is in default of the same (beyond any applicable cure period), or if the Aurora Lease is cancelled or terminated, whether by Mortgagor or Aurora (or if the Aurora Lease is rejected in any insolvency proceeding), then Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repairrepair and in keeping with the condition and repair of properties of a similar use, subject value, age, nature and construction. Mortgagor shall not use, maintain or operate the Mortgaged Property in any manner which constitutes a public or private nuisance or which makes void, voidable, or cancelable, or increases the premium of, any insurance then in force Gxxxxxx Sxxxx Commercial Mortgage Capital Mortgage, Assignment of Rents, Security Agreement and Fixture Filing- 49 - Two Rxxxxx Xxxxxx Healthcare Clinic with respect thereto. Subject to wear the obligations of Aurora under the Aurora Lease, Mortgagor shall comply in all material respects with all of the recommendations concerning the maintenance and tear repair of the Mortgaged Property which are contained in the inspection and damage caused by casualty or condemnationengineering report which was delivered to Mortgagee in connection with the origination of the Loan. The Except to the extent Aurora has the right to do so under the Aurora Lease, the Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal no' mal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% Equipment with items of the Principal Indebtedness same utility and of equal or (4) an emergency which greater value or in the Borrower shall have notified the Lender event of in writing, including the action taken to remediatea Casualty or a Taking) without the prior written consent of Lender Mortgagee, which consent shall will not be unreasonably withheld or withheld, delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or conditioned. Mortgagor may undertake non-structural alterations to the Mortgaged Property without notice to or consent by Mortgagee so long as the total cost of construction of each such set of alterations does not exceed 5500,000.00 Mortgagor shall promptly comply, or cause any tenants obligated compliance, in all material respects with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Subject to the provisions of Paragraphs 3 and 4 of this Mortgage and the rights and obligations of Aurora under their respective Leases tothe Aurora Lease, Mortgagor shall promptly repair, replace or rebuild any part of the Mortgaged Property Improvements or Equipment that is destroyed by any Casualty, or becomes damaged, worn or dilapidated. Borrower dilapidated or that is affected by any Taking and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Borrower 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 any Mortgaged Property the Premises or Improvements or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower Mortgagor shall not (i) change the use of any of the Land Premises or Improvements Improvements, except such change in any material respectuse by Aurora as is permitted under the Aurora Lease, or (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Propertythe Premises or Improvements, or any portion thereof, to a condominium or cooperative form of managementownership. Mortgagor will not install or permit to be installed on the Premises any underground storage tank. Mortgagor shall not commit or suffer, or peiniit to be committed or suffered, any waste of the Mortgaged Property or make or allow any change in the use of the Mortgaged Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Mortgaged Property, or take or pei mit any action that would invalidate or give cause for cancellation of any of the Aurora Policies or Policies, as the case may be, or do or permit to be done thereon anything that may in any way result in a Material Adverse Effect. Mortgagor will not, without the prior written consent of Mortgagee, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Premises, regardless of the depth thereof or the method of mining or extraction thereof.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement removal of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% provided same is replaced with Equipment of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediateequivalent quality) without the written consent of Lender which consent Mortgagee. Mortgagor shall not be unreasonably withheld or delayedpromptly comply with all laws, orders and ordinances affecting the Mortgaged Property and the use thereof. Except with respect to an Insured Casualty which Mortgagor shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that (i) is damaged or destroyed by any casualty (provided that, if no Event of Default is continuing hereunder, Mortgagee provides Mortgagor with the Insurance Proceeds relating to such casualty), (ii) becomes damaged, worn or dilapidated. Borrower , or (iii) is affected by any proceeding of the character referred to in paragraph 5 hereof (provided that, if no Event of Default is continuing hereunder, Mortgagee provides Mortgagor with the Condemnation Proceeds relating to such proceeding) and Mortgagor shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower 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 any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementMortgagee.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) time or for removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken up to remediate$50,000) without the consent of Lender the Agent which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidateddilapidated except where the failure to do so is not reasonably likely to have a Material Adverse Effect. Borrower 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, 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 any the Mortgaged Property or any part thereof which can be reasonably likely to result in a Material Adverse Effect without the written consent of Lenderthe Agent, which such consent shall not to be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lenderthe Agent, which such consent shall not to be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair. Except as may otherwise be provided in the Prime Lease, subject to wear and tear and damage caused by casualty or condemnation. The the Improvements and the Equipment shall not be removed, demolished or materially altered except (except a) for (1) normal replacement of the EquipmentEquipment which has become obsolete or unfit for use or which is no longer useful in the management, (2) Improvements contemplated in an approved Operating Budget operation or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% maintenance of the Principal Indebtedness Mortgaged Property or (4b) an emergency which provided the Borrower shall have notified Prime Lease is in effect, as provided in the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld or delayedPrime Lease. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower Mortgagor shall, or shall cause Prime Tenant to, promptly replace any tenants obligated under their respective Leases such Equipment so disposed of or removed with other Equipment of equal quality, value, serviceability and use, free of superior title, liens and claims. Mortgagor shall, or shall cause Prime Tenant to, promptly comply with all existing and future governmental laws, orders, ordinances, rules and regulations affecting the Mortgaged Property, or the use thereof, and shall, subject to the provisions of paragraph 3, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty (including any casualty for which insurance was not obtained or obtainable), or become damaged, worn or dilapidated. Borrower dilapidated or which may be affected by any proceeding of the character referred to in paragraph 6 hereof or as provided in Section 59(a) hereof and shall complete and pay for for, within a reasonable time, any structure at any time in the process of construction or repair on the LandPremises. Borrower Mortgagor shall not initiate, join 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 any the Mortgaged Property or any part thereof without the written consent of Lender, which consent thereof. Mortgagor shall not be unreasonably withheld consent to or delayed. If under applicable zoning provisions initiate the use joint assessment of all the Premises and the Improvements (a) with any other real property constituting a separate tax lot and Mortgagor represents and covenants that the Premises and the Improvements are and shall remain a separate tax lot or one or more separate tax lots or (b) with any portion of the Mortgaged Property is which may be deemed to constitute personal property or which shall become a nonconforming use, Borrower will not cause be assessed or permit such nonconforming use levied or charged to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to as a condominium or cooperative form of managementsingle lien.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of 104 Lender which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower 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, 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 any Mortgaged Property or any part thereof without the written consent of Lender, Lender which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, Lender which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower shall at all times maintain, preserve and keep, or cause to be maintained, preserved and kept, at no cost or expense to Lender, all of the Mortgaged Property as from time to time constituted and every part thereof in good order and repair (ordinary wear and tear excepted), in accordance with FAR Part 121 airline standards in conformity with FAA regulations, and shall comply with all mandatory manufacturer's service bulletins, notices and directives with respect to the Mortgaged Property or will cause such Mortgaged Property to be maintained in a good so maintained, preserved and safe condition and repairkept, subject without cost or expense under this Agreement to wear and tear and damage caused by casualty or condemnationLender. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect Borrower will from time to timetime make, (3) removalsor cause to be made, demolition or alterations that do not cost more than 1% of all needed and proper repairs to the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of Mortgaged Property in writing, including the action taken order to remediate) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Except comply with respect to an Insured Casualty which shall be governed such standards at a Maintenance Repair Station approved by the terms FAA, and conditions provided hereinobtain and maintain in full force and effect and in good order all licenses, permits, certificates, registrations or other documents required by any insurance policy or any governmental authority having jurisdiction regarding the Mortgaged Property. Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, will replace or rebuild will cause to be replaced, without expense to Lender, all or any part of the Mortgaged Property (including, without limitation, any Engine, but excluding the entire Aircraft under circumstances constituting an Event of Loss with respect to the Aircraft) that becomes damagedmay be retired (whether by sale, worn expropriation, wearing out, loss or dilapidateddestruction or other cause), or may be in any way rendered unfit for use, with replacement property of comparable grade, quality and utility; which replacement property shall be in the same or better serviceable condition by standards of the FAA as the unit so retired or rendered unfit for use assuming such replaced property was maintained in accordance with the provisions hereof and will, with respect to replacement engines, execute and deliver to Lender a Supplemental Agreement and such other documents as may be necessary to accord Lender a first priority Lien under this Agreement with respect thereto (subject to Permitted Liens) and to subject such replacement property to the Lien of this Agreement as Mortgaged Property. Borrower shall complete and pay for any structure shall, at any time and from time to time, at Lender's request, promptly furnish to Lender information as to the maintenance status of the Aircraft in such detail as Lender shall reasonably require. Notwithstanding the process foregoing, Lender agrees that compliance by the Lessee with the maintenance provisions of construction or repair the Lease as in effect on the Land. Closing Date (or as amended, provided such amendment is consented to by Lender) shall constitute compliance by Borrower shall not initiate, join in, or consent with the provisions of this Section 3.6 and any other provision of This Agreement with respect 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 any Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion maintenance of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Owner shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment). Owner shall promptly comply with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof, except breaches or violations which, individually or in the aggregate, shall not cause a material adverse effect on (i) the Mortgaged Property, (2ii) Improvements contemplated in an approved Operating Budget the business, profits, prospects, management, operations or pursuant to Leases in effect from time to timecondition (financial or otherwise) of Owner, (3iii) removalsthe enforceability, demolition validity, perfection or alterations that do not cost more than 1% priority of the Principal Indebtedness lien of the Loan Documents, or (4iv) an emergency which the Borrower ability of the Owner to perform its obligations under the Loan Documents. Owner shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty, or become damaged, worn or dilapidated. Borrower , or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any time in the process of construction or repair on the LandMortgaged Property; provided, however, that if Lender exercises its right to apply insurance proceeds other than for repair and restoration, Owner shall have no independent obligation to fund the cost thereof or to make such repair or restoration. Borrower Except as expressly permitted in writing by Lender, Owner 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Owner will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender, which consent . Owner shall not be unreasonably withheld or delayed. Borrower shall not not: (ia) change the use of any of the Land or Improvements in any material respect, Mortgaged Property as currently configured and utilized; (iib) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiic) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership. Notwithstanding anything to the contrary herein, this Section 12 shall be subject to the terms of any Ground Lease.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, repair (subject to ordinary wear and tear tear), and damage caused shall otherwise operate and maintain the Mortgaged Property in a manner consistent with the manner in which it operates and maintains the other properties on which it operates similar businesses ("Similar Properties"). Except as otherwise permitted by casualty or condemnation. The Improvements the Relevant Documents, the Improvements, the Fixtures and the Equipment equipment located on the Land or the Improvements shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediateequipment) without the consent of Lender Mortgagee which consent shall not unreasonably be unreasonably withheld or delayed. Mortgagor shall comply with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Except to the extent that Mortgagee fails to turn over insurance proceeds, if any, received by Mortgagee pursuant to Sections 10 and 11 with respect to an Insured Casualty which the Mortgaged Property to Mortgagor, Mortgagor shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that that, following the date hereof, becomes damaged, worn or dilapidated. Borrower dilapidated and Mortgagor shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Notwithstanding anything to the contrary contained herein, Mortgagor hereby confirms its obligation to comply with all relevant Legal Requirements, including Environmental Laws, with respect to the Mortgaged Property. 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 any the Mortgaged Property or any part thereof without the thereof, unless Mortgagor shall have received Mortgagee's prior written consent, such consent of Lender, which consent shall not to be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of LenderMortgagee, which such consent shall not to be unreasonably withheld or delayed. Borrower Mortgagor shall not (i) change the use of any of the Land or Improvements in any material respect, respect or (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) time or for removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken up to remediate$50,000) without the consent of Lender the Agent which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidateddilapidated except where the failure to do so is not reasonably likely to have a Material Adverse Effect. Borrower 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, 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 any the Mortgaged Property or any part thereof which can be reasonably likely to result in a Material Adverse Effect without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthe Agent. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayedthe Agent. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent Mortgagee. Mortgagor shall not be unreasonably withheld or delayed. Except promptly comply with respect to an Insured Casualty which shall be governed by all laws, orders and ordinances affecting the terms and conditions provided herein, Borrower shallMortgaged Property, or the use thereof. Mortgagor shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that is destroyed by any casualty, or becomes damaged, worn or dilapidated. Borrower dilapidated or that is affected by any proceeding of the character referred to in Paragraph 7 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Borrower Notwithstanding the foregoing, in the event that a sufficient amount of the proceeds of casualty insurance from an Insured Casualty exist (together with other funds provided to Mortgagee's satisfaction by Mortgagor from other sources) which would permit the replacement or rebuilding of that portion of the Mortgaged Property which has been damaged or destroyed by that Insured Casualty, but Mortgagee shall not elect to permit Mortgagor to use those proceeds for that purpose, Mortgagor shall not be required to rebuild or replace the damaged or destroyed portion of the Mortgaged Property (except that Mortgagor shall under all circumstances be required to rebuild, replace or restore, as necessary, any portion or element of the Mortgaged Property that represents a dangerous condition or that threatens damage or destruction to the remaining elements of the Mortgaged Property). 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 any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayedMortgagee. Borrower Mortgagor shall not (i) change the use of any of the Land or Improvements in any material respectMortgaged Property, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof, or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management. Mortgagor will not install or permit to be installed on the Premises any underground storage tank.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements and replacement of the Equipment contemplated in an approved Operating Budget Budget, or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations of Equipment that do not cost more than 1% $1,000,000 with respect to the threshold value of the Principal Indebtedness or related Equipment, all of which activities in (41), (2) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediateand (3) may be performed without Lender’s consent) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, Borrower may make such additions, substitutions and/or replacements to the Water Amenities and associated Improvements as provided for in an Operating Budget (except in the case of a removal and replacement, in which event such removal and replacement is associated with new Water Amenities and the removal and replacement does not diminish the over-all value of the Mortgaged Property). Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower shall complete and pay for any structure at any time in the process of construction or repair on the Land. Except with respect to an Outparcel or the Release Parcel, in which event the provisions of Section 2.11 or Section 2.17, as applicable, shall govern, Borrower shall not initiate, voluntarily join in, or voluntarily consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining in any material respect the uses which may be made of any the Mortgaged Property or any part thereof thereof, except to the extent Borrower is obligated to do so pursuant to law or any Permitted Encumbrance, without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the over-all use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any physical waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementmanagement except as set forth in Section 2.17 hereof.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender Mortgagee, which consent shall not be unreasonably withheld if such proposed removal, demolition or delayedalteration is conducted in the ordinary course of business and does not materially adversely affect the economic value of the Mortgaged Property. Except Notwithstanding anything contained herein to the contrary, Mortgagee's consent shall not be required with respect to an Insured Casualty which non-structural repairs, alterations, improvements, demolition or removal of any of the Improvements so long as such repairs, alterations, improvements, demolition or removal do not materially adversely affect the economic value of the Mortgaged Property and the cost of same shall be governed not exceed $5,000,000.00. Mortgagor shall promptly comply with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof, provided that Mortgagor shall have the right to contest any such law, order or ordinance or the application thereof to the Mortgaged Property by any lawful petition, appeal, action or proceeding, subject to the terms and conditions provided provisions of Section 27 herein, Borrower shall, or . Mortgagor shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damageddamaged or unreasonably worn, worn or dilapidatedordinary wear and tear excepted. Borrower Mortgagor shall complete comply with all of the recommendations concerning the maintenance and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join 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 any Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use which are contained in the inspection and engineering report which was delivered to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without Mortgagee in connection with the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any origination of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementLoan.

Maintenance of Mortgaged Property. Borrower shall cause keep and maintain the Mortgaged Property to be maintained and every part thereof in a good and safe condition and repair, subject to ordinary wear and tear tear, and, subject to Excusable Delays and the provisions of this Mortgage with respect to damage or destruction caused by casualty events or condemnation. The Improvements and the Equipment Takings, shall not be removedpermit or commit any waste, demolished impairment, or altered (except for (1) normal replacement deterioration of any portion of the Equipment, (2) Improvements contemplated Mortgaged Property in an approved Operating Budget any material respect. Borrower further covenants to do all other acts which from the character or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% use of the Principal Indebtedness or (4) an emergency which Mortgaged Property may be reasonably necessary to protect the security hereof, the specific enumerations herein not excluding the general. Borrower shall have notified not remove or demolish any Improvement on the Lender of Property except as the same may be necessary in writing, including the action taken to remediate) without the consent of Lender which consent shall not be unreasonably withheld connection with an Alteration or delayed. Except a restoration in connection with respect to an Insured Casualty which shall be governed by a Taking or casualty in accordance with the terms and conditions provided hereinhereof. No Changes in Use. Except as may be necessary in connection with an Alteration permitted by Section 12(c) hereof, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower 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, make any changes or consent allow any changes 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 in the nature of any Mortgaged the use of the Property or any part thereof without the written consent or initiate or take any action in furtherance of Lender, which consent shall not be unreasonably withheld any change in any zoning or delayed. If under applicable zoning provisions the other land use of classification affecting all or any portion of the Mortgaged Property is or Property. Conditions to Alteration. Provided that no Event of Default shall become a nonconforming usehave occurred and be continuing hereunder, Borrower will shall have the right, without Lender's consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an "Alteration") so long as (i) Borrower provides Lender with prior written notice of any Material Alteration, and (ii) any Alteration is undertaken in accordance with the applicable provisions of this Mortgage and the other Loan Documents, is not cause or permit prohibited by any relevant Operating Agreements and the Leases and shall not upon completion (giving credit to rent and other charges attributable to Leases executed upon such nonconforming use to completion) have a Material Adverse Effect. Any Material Alteration shall be discontinued or abandoned if conducted under the supervision of an Independent Architect and no such discontinuance of abandonment would cause such nonconforming use to no longer Material Alteration shall be permitted without the express written consent of undertaken until five (5) Business Days after there shall have been filed with Lender, which consent for information purposes only and not for approval by Lxxxxx, detailed plans and specifications and cost estimates therefor, prepared by such Independent Architect, as well as an Officer's Certificate stating that such Alteration will involve an estimated cost of more than the Threshold Amount for Alterations at the Property. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be unreasonably withheld or delayed. Borrower shall not (i) change less than the use standard of any quality of the Land or Improvements materials currently used at the Property and all materials used shall be in any accordance with all applicable material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementLegal Requirements and Insurance Requirements.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged --------------------------------- Property to be maintained in a good and safe condition and repair. Subject to the rights and obligations of the landlord or lessor under the Lease, subject to wear and tear and damage caused by casualty or condemnation. The Improvements any improvements at the Property (the "Improvements") and the Equipment shall not be ------------ removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the written consent of Lender which consent Mortgagee. Mortgagor shall not be unreasonably withheld or delayedpromptly comply with all laws, orders and ordinances affecting the Mortgaged Property and the use thereof. Except with respect to an Insured Casualty which To the extent required of Mortgagor under the Lease, Mortgagor shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that (i) is damaged or destroyed by any casualty (subject to the provisions of paragraph 4 hereof), (ii) becomes damaged, worn or dilapidated. Borrower , or (iii) is affected by any proceeding of the character referred to in paragraph 7 hereof (subject to the provision of such paragraph 7) and Mortgagor shall complete and pay for any structure at any time in the process of construction construction, renovation or repair on the LandProperty. Borrower 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 any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementMortgagee.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent Lender. Borrower shall not be unreasonably withheld or delayed. Except promptly comply with respect to an Insured Casualty which shall be governed by all laws, orders and ordinances affecting the terms and conditions provided herein, Borrower shallMortgaged Property, or the use thereof. Borrower shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty, or become damaged, worn or dilapidated. Borrower , or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Except as expressly permitted in writing by Lender, 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (ia) change the use of any of the Land or Improvements in any material respect, Mortgaged Property as currently configured and utilized; (iib) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiic) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, or (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate$100,000) without the consent of Lender which consent shall not be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower 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, 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 any Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender (which consent shall not be unreasonably withheld or delayed), except for: (i) normal replacement of the Equipment; (ii) improvements and replacement of the Equipment contemplated in an Operating Budget; or (iii) removals, demolition or alterations of Equipment that do not cost more than $250,000 with respect to the threshold value of the related Equipment, all of which activities in clauses (i), (ii) and (iii) may be performed without Lender’s consent. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, Borrower may make such additions, substitutions and/or replacements to the Water Amenities and associated Improvements as Borrower shall determine from time to time, pursuant to the terms of Section 5.1(dd) hereof. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, voluntarily join in, or voluntarily consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining in any material respect the uses which may be made of any Mortgaged Property or any part thereof thereof, except to the extent Borrower is obligated to do so pursuant to law or any Permitted Encumbrance, without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (iA) change the over-all use of any of the Land or Improvements in any material respect, ; (iiB) permit or suffer to occur any physical waste on or to any Mortgaged Property or to any portion thereof thereof; or (iiiC) take any steps whatsoever to convert any Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall diligently and consistently enforce all of the terms of the Aurora Lease that require Aurora to maintain the Mortgaged Property in a good and safe condition and repair. If, however, Aurora is in default of the same (beyond any applicable cure period), or if the Aurora Lease is cancelled or teaninated, whether by Mortgagor or Aurora (or if the Aurora Lease is rejected in any insolvency proceeding), then Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repairrepair and in keeping with the condition and repair of properties of a similar Xxxxxxx Sachs Commercial Mortgage Capital Mortgage, subject Assignment of Rents, Security Agreement and Fixture Filing- 49 - Neenah Aurora Healthcare Clinic use, value, age, nature and construction. Mortgagor shall not use, maintain or operate the Mortgaged Property in any manner which constitutes a public or private nuisance or which makes void, voidable, or cancelable, or increases the premium of, any insurance then in force with respect thereto. Subject to wear the obligations of Aurora under the Aurora Lease, Mortgagor shall comply in all material respects with all of the recommendations concerning the maintenance and tear repair of the Mortgaged Property which are contained in the inspection and damage caused by casualty or condemnationengineering report which was delivered to Mortgagee in connection with the origination of the Loan. The Except to the extent Aurora has the right to do so under the Aurora Lease, the Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% Equipment with items of the Principal Indebtedness same utility and of equal or (4) an emergency which greater value or in the Borrower shall have notified the Lender event of in writing, including the action taken to remediatea Casualty or a Taking) without the prior written consent of Lender Mortgagee, which consent shall will not be unreasonably withheld or withheld, delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or conditioned. Mortgagor may undertake non-structural alterations to the Mortgaged Property without notice to or consent by Mortgagee so long as the total cost of construction of each such set of alterations does not exceed $500,000.00 Mortgagor shall promptly comply, or cause any tenants obligated compliance, in all material respects with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Subject to the provisions of Paragraphs 3 and 4 of this Mortgage and the rights and obligations of Aurora under their respective Leases tothe Aurora Lease, Mortgagor shall promptly repair, replace or rebuild any part of the Mortgaged Property Improvements or Equipment that is destroyed by any Casualty, or becomes damaged, worn or dilapidated. Borrower dilapidated or that is affected by any Taking and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Borrower 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 any Mortgaged Property the Premises or Improvements or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower Mortgagor shall not (i) change the use of any of the Land Premises or Improvements Improvements, except such change in any material respectuse by Aurora as is permitted under the Aurora Lease, or (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Propertythe Premises or Improvements, or any portion thereof, to a condominium or cooperative form foim of managementownership. Mortgagor will not install or permit to be installed on the Premises any underground storage tank. Mortgagor shall not commit or suffer, or permit to be committed or suffered, any waste of the Mortgaged Property or make or allow any change in the use of the Mortgaged Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Mortgaged Property, or take or permit any action that would invalidate or give cause for cancellation of any of the Aurora Policies or Policies, as the case may be, or do or permit to be done thereon anything that may in any way result in a Material Adverse Effect. Mortgagor will not, without the prior written consent of Mortgagee, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Premises, regardless of the depth thereof or the method of mining or extraction thereof.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1a) normal replacement of the Equipment, Equipment or (2b) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, time or (3c) for removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken up to remediate$250,000) without the consent of Lender which the Agent, such consent shall not to be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shallshall (or, or in the case of commercial tenants, shall cause any such tenants obligated under their respective Leases to, ) promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower shall or shall cause their tenants to 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, 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 any the Mortgaged Property or any part thereof thereof, without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthe Agent. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lenderthe Agent, which such consent shall not to be unreasonably withheld or delayed. Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of ownership or management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget Equipment or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender Mortgagee which consent shall not unreasonably be unreasonably withheld or delayed. Except Subject to the provisions of Section 27, Mortgagor shall promptly comply with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, all Legal Requirements. Morxxxxxx xxall or shall cause any its tenants obligated under their respective Leases to, to promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower dilapidated and Mortgagor shall or shall cause its tenants to complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower Mortgagor shall not initiate, join 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 any the Mortgaged Property or any part thereof without the written consent of Lender, Mortgagee which consent shall not be unreasonably unreasonable withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower Mortgagor will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayedMortgagee. Borrower Mortgagor shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.

Maintenance of Mortgaged Property. Borrower Mortgagor shall diligently and consistently enforce all of the terms of the Aurora Lease that require Aurora to maintain the Mortgaged Property in a good and safe condition and repair. If, however, Aurora is in default of the same (beyond any applicable cure period), or if the Aurora Lease is cancelled or terminated, whether by Mortgagor or Aurora (or if the Aurora Lease is rejected in any insolvency proceeding), then Mortgagor shall cause the Mortgaged Property to be maintained in a good and safe condition and repairrepair and in keeping with the condition and repair of properties of a similar use, subject value, age, nature and construction. Mortgagor shall not use, maintain or operate the Mortgaged Property in any manner which constitutes a public or private nuisance or which makes void, voidable, or cancelable, or increases the premium of, any insurance then in force with respect thereto. Subject to wear the obligations of Aurora under the Aurora Lease, Mortgagor shall comply in all material respects with all of the recommendations concerning the maintenance and tear repair of the Mortgaged Property which are contained in the inspection and damage caused by casualty or condemnationengineering report which was delivered to Mortgagee in connection with the origination of the Loan. The Except to the extent Aurora has the right to do so under the Aurora Lease, the Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% Equipment with items of the Principal Indebtedness same utility and of equal or (4) an emergency which greater value or in the Borrower shall have notified the Lender event of in writing, including the action taken to remediatea Casualty or a Taking) without the prior written consent of Lender Mortgagee, which consent shall will not be unreasonably withheld or withheld, delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or conditioned. Mortgagor may undertake non-structural alterations to the Mortgaged Property without notice to or consent by Mortgagee so long as the total cost of construction of each such set of alterations does not exceed $500,000.00 Mortgagor shall promptly comply, or cause any tenants obligated compliance, in all material respects with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof. Subject to the provisions of Paragraphs 3 and 4 of this Mortgage and the rights and obligations of Aurora under their respective Leases tothe Aurora Lease, Mortgagor shall promptly repair, replace or rebuild any part of the Mortgaged Property Improvements or Equipment that is destroyed by any Casualty, or becomes damaged, worn or dilapidated. Borrower dilapidated or that is affected by any Taking and shall complete and pay for any structure at any time in the process of construction or repair on the LandPremises. Borrower 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 any Mortgaged Property the Premises or Improvements or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower Mortgagor shall not (i) change the use of any of the Land Premises or Improvements Improvements, except such change in any material respectuse by Aurora as is permitted under the Aurora Lease, or (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any Mortgaged Propertythe Premises or Improvements, or any portion thereof, to a condominium or cooperative form of managementownership. Mortgagor will not install or permit to be installed on the Premises any underground storage tank. Mortgagor shall not commit or suffer, or permit to be committed or suffered, any waste of the Mortgaged Property or make or allow any change in the use of the Mortgaged Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Mortgaged Property, or take or permit any action that would invalidate or give cause for cancellation of any of the Aurora Policies or Policies, as the case may be, or do or permit to be done thereon anything that may in any way result in a Material Adverse Effect. Mortgagor will not, without the prior written consent of Mortgagee, peitnit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Premises, regardless of the depth thereof or the method of mining or extraction thereof.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair. Subject to the provisions of Section 62 hereof, subject to wear and tear and damage caused by casualty or condemnation. The the Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent shall or as set forth in a Lender-approved Budget. Except as expressly permitted in writing by Lender, such permission not to be unreasonably withheld or delayed. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender. Except with Lender's prior approval, which consent approval shall not be unreasonably withheld or delayed. , Borrower shall not (i) change the use of any of the Land or Improvements in any material respect, (ii) permit or suffer to occur any waste on or to any Mortgaged Property or to any portion thereof or (iii) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership. Anything herein to the contrary notwithstanding, Borrower and Lender contemplate that during the term of the Loan the Improvements shall be [ * ] in accordance with plans and specifications which are subject to Lender's prior approval, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval shall be required with respect to any environmental remediation required by any governmental agency or instrumentality or in connection with the [ * ] located on the Mortgaged Property. Any such [ * ] with Lender's prior approval shall not be deemed to be a breach of this Section or constitute the basis for an Event of Default hereunder.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender Lender. Borrower shall promptly comply in all material respects with all laws, orders and ordinances affecting the Mortgaged Property, or the use thereof (which consent shall not be unreasonably withheld or delayed). Except with respect to an Insured Casualty which Borrower shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty, or become damaged, worn or dilapidated. Borrower , or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any time in the process of construction or repair on the LandMortgaged Property, subject to Borrower's receipt of proceeds for such restoration in accordance with Section 8 hereof. Except as expressly permitted in writing by Lender, 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (ia) change the use of any of the Land or Improvements in any material respect, Mortgaged Property as currently configured and utilized; (iib) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiic) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender which consent Lender. Borrower shall not be unreasonably withheld or delayed. Except promptly comply with respect to an Insured Casualty which shall be governed by all laws, orders and ordinances affecting the terms and conditions provided herein, Borrower shallMortgaged Property, or the use thereof. Borrower shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes which may be destroyed by any casualty, or become damaged, worn or dilapidated. Borrower , or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any time in the process of construction or repair on the LandMortgaged Property; provided, however, that if Lender exercises its right to apply insurance proceeds other than for repair and restoration, Borrower shall have no independent obligation to fund the cost thereof. Except as expressly permitted in writing by Lender, 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, restriction limiting or defining the uses which may be made of any the Mortgaged Property or any part thereof without the written consent of Lender, which consent shall not be unreasonably withheld or delayedthereof. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (ia) change the use of any of the Land or Improvements in any material respect, Mortgaged Property as currently configured and utilized; (iib) permit or suffer to occur any waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiic) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of managementownership.

Maintenance of Mortgaged Property. Borrower shall cause the Mortgaged Property to be maintained in a good and safe condition and repair, subject to wear and tear and damage caused by casualty or condemnation. The Improvements and the Equipment shall not be removed, demolished or altered (except for (1) normal replacement of the Equipment, (2) Improvements contemplated in an approved Operating Budget or pursuant to Leases in effect from time to time, (3) removals, demolition or alterations that do not cost more than 1% of the Principal Indebtedness or (4) an emergency which the Borrower shall have notified the Lender of in writing, including the action taken to remediate) without the consent of Lender (which consent shall not be unreasonably withheld or delayed), except for: (i) normal replacement of the Equipment; (ii) improvements and replacement of the Equipment contemplated in an Operating Budget; or (iii) removals, demolition or alterations of Equipment that do not cost more than $1,000,000 with respect to the threshold value of the related Equipment, all of which activities in clauses (i), (ii) and (iii) may be performed without Lender’s consent. Notwithstanding anything set forth herein or in the other Loan Documents to the contrary, Borrower may make such additions, substitutions and/or replacements to the Water Amenities and associated Improvements as Borrower shall determine from time to time, pursuant to the terms of Section 5.1(dd) hereof. Except with respect to an Insured Casualty which shall be governed by the terms and conditions provided herein, Borrower shall, or shall cause any tenants obligated under their respective Leases to, promptly repair, replace or rebuild any part of the Mortgaged Property that becomes damaged, worn or dilapidated. Borrower shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, voluntarily join in, or voluntarily consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining in any material respect the uses which may be made of any the Mortgaged Property or any part thereof thereof, except to the extent Borrower is obligated to do so pursuant to law or any Permitted Encumbrance, without the written consent of Lender, which consent shall not be unreasonably withheld or delayed. If under applicable zoning provisions the use of all or any portion of the Mortgaged Property is or shall become a nonconforming use, Borrower will not cause or permit such nonconforming use to be discontinued or abandoned if such discontinuance of abandonment would cause such nonconforming use to no longer be permitted without the express written consent of Lender, which consent shall not be unreasonably withheld or delayed. Borrower shall not not: (iA) change the over-all use of any of the Land or Improvements in any material respect, ; (iiB) permit or suffer to occur any physical waste on or to any the Mortgaged Property or to any portion thereof thereof; or (iiiC) take any steps whatsoever to convert any the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of management.