Common use of Operation of Property Clause in Contracts

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor Grantor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity on, or or, using commercially reasonable efforts, allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Grantor will not initiate or consent to any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Grantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedHolder. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeHolder, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid, except to the extent Grantor is contesting the same in good faith.

Operation of Property. Mortgagor In all material respects, Grantor will operate the Property (or will cause the Property to be operated, as applicable) in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement in a material respect or 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. Mortgagor Grantor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Grantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheldBeneficiary, conditioned or delayedto the extent the foregoing would have a material adverse effect on the Property. Mortgagor Grantor will not do or suffer to be done any act whereby the value of any part of the Property may be materially lessened. Mortgagor Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without Except as permitted by the Permitted Encumbrances, without the prior written consent of MortgageeBeneficiary, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will Tenant shall operate the Leased Property in a good and workmanlike manner and in accordance compliance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will Tenant shall not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Leased Property in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, cancelable any insurance then in force with respect thereto. Mortgagor will not To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Leased Property or Tenant's use, occupancy or operations on the Leased Property, Tenant shall not: (i) initiate or permit any zoning reclassification of the Leased Property; (ii) seek any variance under existing zoning ordinances applicable to the Leased Property; (iii) use or permit the use of the Leased Property in such a manner which that would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement similar laws, rules or regulations; (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), iv) execute or file any subdivision plat or condominium declaration affecting the Property Leased Property; or (v) consent to the annexation of the Leased Property to any municipality. If a change in the zoning or other Applicable Laws affecting the permitted use or development of the Leased Property shall occur that Landlord determines will materially reduce the then-current market value of the Leased Property, and if after such reduction the Stipulated Loss Value shall substantially exceed the then- current market value of the Leased Property in the reasonable judgment of Landlord, then Tenant shall pay Landlord an amount equal to such excess for application as a Qualified Payment. Tenant shall make any payment required by the preceding sentence within one hundred eighty (180) days after it is requested by Landlord, and in any event shall make any such payment before the end of the Term. Tenant shall not impose any restrictive covenants or encumbrances upon the Leased Property without the prior written consent of Mortgagee which the Landlord; provided, that such consent shall not be unreasonably withheldwithheld for any encumbrance or restriction that is made expressly subject to this Lease, conditioned as modified from time to time, and subordinate to Landlord's interest in the Leased Property by an agreement in form satisfactory to Landlord. Tenant shall not cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Leased Property. Tenant shall not do any act whereby the market value of the depth thereof Leased Property may be materially lessened. Tenant shall allow Landlord or its authorized representative to enter the Leased Property at any reasonable time to inspect the Leased Property and, after reasonable notice, to inspect Tenant's books and records pertaining thereto, and Tenant shall assist Landlord or Landlord's representative in whatever way reasonably necessary to make such inspections. If Tenant receives a written notice or claim from any federal, state or other governmental entity that the Leased Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of the Leased Property because the Leased Property does not comply with Applicable Law, Tenant shall promptly furnish a copy of such notice or claim to Landlord. Notwithstanding the foregoing, Tenant may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Leased Property, and pending such contest Tenant shall not be deemed in default hereunder because of a violation of such Applicable Law, if Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and if Tenant promptly causes the Leased Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Leased Property; provided, that in any event such contest shall be concluded and the violation of such Applicable Law must be corrected and any claims asserted against Landlord or the method Leased Property because of mining such violation must be paid by Tenant, all prior to the date that (i) any criminal charges may be brought against Landlord or extraction thereof. Mortgagor will cause all debts and liabilities any of its directors, officers or employees because of such violation or (ii) any character action may be taken by any governmental authority against Landlord or any property owned by Landlord (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Leased Property) incurred in the construction, maintenance, operation and development because of the Property to be promptly paid.such violation. (o)

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedMortgagee. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.. February-16-2012

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any the construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Bank Mortgage and the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor Grantor will operate operate, and will cause the operation of, the Property in a reasonably good and workmanlike manner and in accordance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith, except where the failure to so operate and pay such fees or charges would not have a Material Adverse Effect. Upon Grantor will keep, and will cause the completion of any construction of improvements thereonkeeping of, Mortgagor will keep the Property occupied so as to the extent necessary not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which violates any Legal Requirement Applicable Laws, or except where the failure to so occupy would not have a Material Adverse Effect, 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. Mortgagor Grantor will not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld), initiate or consent to any zoning reclassification of the Property or seek or consent to any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which as would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementApplicable Laws. Mortgagor Grantor will not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld), impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or any encumbrance upon the Property (except for the which does not constitute a Permitted Encumbrances)Encumbrance, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent . Grantor shall not be unreasonably withheld, conditioned cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless of Property. Grantor will not do anything to cause the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development value of the Property to be materially lessened. If Grantor receives a written notice or claim from any federal, state or other governmental entity pertaining to the Property, including, specifically but without limitation, a notice that the Property is not in compliance with any Applicable Law, Grantor promptly paidwill furnish a copy of such notice or claim to the Collateral Agent.

Operation of Property. Mortgagor Grantor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity on, or or, using commercially reasonable efforts, allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Grantor will not initiate or consent to any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Grantor will not impose any easement (except other than utility easements executed by Mortgagor in connection with the development ordinary course of the operation of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedHolder. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeHolder, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid, except to the extent Grantor is contesting the same in good faith.

Operation of Property. Mortgagor Borrower will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon After the completion of any construction of improvements thereonCompletion Event has occurred, Mortgagor Borrower will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Borrower will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Borrower will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would that could result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementRequirements. Mortgagor Except for Permitted Encumbrances, Borrower will not impose any easement (except utility easements executed by Mortgagor in connection with the development of restrictive covenants or encumbrances upon the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent Administrative Agent. Borrower shall not be unreasonably withheldoperate the Property, conditioned or delayed. Mortgagor will not do or suffer permit the Property to be done any act whereby operated, as a cooperative or condominium building or buildings in which the value of any part tenants or occupants participate in the ownership, control or management of the Property may be lessenedor any part thereof, as tenant stockholders or otherwise. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for Borrower shall not cause or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no permit any drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Property. Borrower will not commit waste of the depth thereof Property. If Borrower receives a notice or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of claim from any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing Governmental Authority pertaining to a violation with respect to the Property) incurred in the construction, maintenance, operation and development Borrower will promptly furnish a copy of the Property such notice or claim to be promptly paidAdministrative Agent.

Operation of Property. Mortgagor Grantor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which violates any Legal Requirement Applicable Law or 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. Mortgagor Grantor will comply with and use reasonable efforts to cause all occupants of the Property to comply with the ADA and shall provide the Beneficiary with copies of all plans for compliance with the ADA and all surveys relating to such compliance now in Grantor’s possession or obtained by Grantor during the term of the loan evidenced by the Note. Grantor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementApplicable Laws. Mortgagor Grantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of restrictive covenants or encumbrances upon the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent the Beneficiary. Grantor shall not operate the Property, or permit the Property to be unreasonably withheldoperated, conditioned as a cooperative or delayedcondominium building or buildings in which the tenants or occupants participate in the ownership, control or management of the Property or any part thereof, as tenant stockholders or otherwise. Mortgagor Grantor shall not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property. Grantor will not do or suffer to be done any act whereby the value of any part of the Property may be materially lessened. Mortgagor Beneficiary or its authorized representatives, including but not limited to third party appraisers, environmental engineers, employees of the Beneficiary, architects and engineers, shall have the right to inspect and conduct testing on the Property at any time and Grantor will preserveassist the Beneficiary and/or said representatives in whatever way necessary to make such inspections and/or testing. If Grantor receives a notice or claim from any federal, protect, renew, extend and retain all material rights and privileges granted for state or applicable other governmental entity pertaining to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including specifically but without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of a notice that the Property is not in compliance with any Applicable Law, Grantor will promptly furnish a copy of such notice or claim to be promptly paidthe Beneficiary.

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Mxxxxxxxx will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will operate the Property in a --------------------- good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeMortgagee pursuant to paragraph (u) of this Section 2.1, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor Borrower will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Borrower will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Borrower will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which materially violates any Legal Requirement or 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. Mortgagor Borrower will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would that could result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementRequirements. Mortgagor Borrower will not impose any easement (except utility easements executed by Mortgagor in connection with the development of restrictive covenants or encumbrances upon the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee Lender, which consent shall will not be unreasonably withheld, conditioned or delayeddelayed so long as no Event of Default or Unmatured Default then exists. Mortgagor Borrower shall not operate the Property, or permit the Property to be operated, as a cooperative or condominium building or buildings in which the tenants or occupants participate in the ownership, control or management of the Property or any part thereof, as tenant stockholders or otherwise. Borrower shall not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property without Lender’s prior written consent. Borrower will not knowingly do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for If Borrower receives a notice or applicable claim from any Governmental Authority pertaining to the Property. Without the prior written consent , Borrower will promptly furnish a copy of Mortgagee, there shall be no drilling such notice or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property claim to be promptly paidLender.

Operation of Property. Mortgagor Each Loan Party will operate the Property owned by such Loan Party in a good and workmanlike manner and and, in all material respects, in accordance with all Legal Requirements Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor No Loan Party will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the any of such Property in any manner which violates violates, in any Legal Requirement material respect, any Law or 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. Mortgagor No Loan Party will not initiate or permit any zoning reclassification of such Property or seek any variance under existing zoning ordinances applicable to such Property or use or permit the use of the such Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementLaws. Mortgagor No Loan Party will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the such Property or consent to the annexation of the such Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedAdministrative Agent. Mortgagor No Loan Party will not do or suffer to be done any act whereby the value of any part of the Property may be lessenedlessened in any material respect. Mortgagor Each Loan Party will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the such Property. Without the prior written consent of MortgageeAdministrative Agent or unless noted in the Permitted Encumbrances, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the any Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Each Loan Party will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the such Property to be promptly paid, except to the extent contested in good faith. Reference is hereby made to EXHIBIT I of this Agreement, the provisions of which are incorporate herein for all purposes. Each Loan Party shall comply with the requirements of EXHIBIT I and each of the Security Documents as the same relates to the Collateral owned by such Loan Party.

Operation of Property. Mortgagor Borrower will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Borrower will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Borrower will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Borrower will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Borrower will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 15 covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor Borrower will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Borrower will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeLender pursuant to paragraph (u) of this Section 2.1, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Borrower will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor Grantor will operate operate, and will cause the --------------------- operation of, the Property in a reasonably good and workmanlike manner and in accordance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith, except where the failure to so operate and pay such fees or charges would not have a Material Adverse Effect. Upon Grantor will keep, and will cause the completion of any construction of improvements thereonkeeping of, Mortgagor will keep the Property occupied so as to the extent necessary not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which violates any Legal Requirement Applicable Law, or except where the failure to so occupy would not have a Material Adverse Effect, 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. Mortgagor Grantor will not, without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), initiate or consent to any zoning reclassification of the Property or seek or consent to any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which as would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementApplicable Laws. Mortgagor Grantor will not, without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or any encumbrance upon the Property (except for the which does not constitute a Permitted Encumbrances)Encumbrance, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent . Grantor shall not be unreasonably withheld, conditioned cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless of Property. Grantor will not do anything to cause the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development value of the Property to be materially lessened. If Grantor receives a written notice or claim from any federal, state or other governmental entity pertaining to the Property, including, specifically but without limitation, a notice that the Property is not in compliance with any Applicable Law, Grantor promptly paidwill furnish a copy of such notice or claim to the Administrative Agent.

Operation of Property. Mortgagor will Tenant shall operate the Leased Property in a good and workmanlike manner and in accordance compliance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will Tenant shall not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Leased Property in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, cancelable any insurance then in force with respect thereto. Mortgagor will not To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Leased Property or Tenant's use, occupancy or operations on the Leased Property, Tenant shall not: (i) initiate or permit any zoning reclassification of the Leased Property; (ii) seek any variance under existing zoning ordinances applicable to the Leased Property; (iii) use or permit the use of the Leased Property in such a manner which that would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement similar laws, rules or regulations; (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), iv) execute or file any subdivision plat or condominium declaration affecting the Property Leased Property; or (v) consent to the annexation of the Leased Property to any municipality. If a change in the zoning or other Applicable Laws affecting the permitted use or development of the Leased Property shall occur that Landlord determines will materially reduce the then-current market value of the Leased Property, and if after such reduction the Stipulated Loss Value shall substantially exceed the then-current market value of the Leased Property in the reasonable judgment of Landlord, then Tenant shall pay Landlord an amount equal to such excess for application as a Qualified Payment. Tenant shall make any payment required by the preceding sentence within one hundred eighty (180) days after it is requested by Landlord, and in any event shall make any such payment before the end of the Term. Tenant shall not impose any restrictive covenants or encumbrances upon the Leased Property without the prior written consent of Mortgagee which the Landlord; provided, that such consent shall not be unreasonably withheldwithheld for any encumbrance or restriction that is made expressly subject to this Lease, conditioned as modified from time to time, and subordinate to Landlord's interest in the Leased Property by an agreement in form satisfactory to Landlord. Tenant shall not cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Leased Property. Tenant shall not do any act whereby the market value of the depth thereof Leased Property may be materially lessened. Tenant shall allow Landlord or its authorized representative to enter the Leased Property at any reasonable time to inspect the Leased Property and, after reasonable notice, to inspect Tenant's books and records pertaining thereto, and Tenant shall assist Landlord or Landlord's representative in whatever way reasonably necessary to make such inspections. If Tenant receives a written notice or claim from any federal, state or other governmental entity that the Leased Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of the Leased Property because the Leased Property does not comply with Applicable Law, Tenant shall promptly furnish a copy of such notice or claim to Landlord. Notwithstanding the foregoing, Tenant may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Leased Property, and pending such contest Tenant shall not be deemed in default hereunder because of a violation of such Applicable Law, if Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and if Tenant promptly causes the Leased Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Leased Property; provided, that in any event such contest shall be concluded and the violation of such Applicable Law must be corrected and any claims asserted against Landlord or the method Leased Property because of mining such violation must be paid by Tenant, all prior to the date that (i) any criminal charges may be brought against Landlord or extraction thereof. Mortgagor will cause all debts and liabilities any of its directors, officers or employees because of such violation or (ii) any character action may be taken by any governmental authority against Landlord or any property owned by Landlord (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Leased Property) incurred in the construction, maintenance, operation and development because of the Property to be promptly paidsuch violation.

Operation of Property. Mortgagor Borrower will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Borrower will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Borrower will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Borrower will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Borrower will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 15 Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor Borrower will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Borrower will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeLender pursuant to paragraph (u) of this Section 2.1, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Borrower will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedHolder. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeHolder, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. thereof Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will Tenant shall operate the Leased Property in a good and workmanlike manner and in accordance compliance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewiththerewith other than Excluded Taxes. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will Tenant shall not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Leased Property in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, cancelable any insurance then in force with respect thereto. Mortgagor will not To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Leased Property Tenant shall not: (i) initiate or permit any zoning reclassification of the Leased Property; (ii) seek any variance under existing zoning ordinances applicable to the Leased Property; (iii) use or permit the use of the Leased Property in such a manner which that would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement similar laws, rules or regulations; (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), iv) execute or file any subdivision plat or condominium declaration affecting the Property Leased Property; or (v) consent to the annexation of the Leased Property to any municipality. If a change in the zoning or other Applicable Laws affecting the permitted use or development of the Leased Property shall occur that Landlord determines will materially reduce the then-current market value of the Leased Property, and if after such reduction the Stipulated Loss Value shall substantially exceed the then-current market value of the Leased Property in the reasonable judgment of Landlord, then Tenant shall pay Landlord prior to the termination or expiration of this Lease an amount equal to such excess for application as a Qualified Payment. Tenant shall not impose any restrictive covenants or encumbrances upon the Leased Property without the prior written consent of Mortgagee which the Landlord; provided, that such consent shall not be unreasonably withheldwithheld for any encumbrance or restriction that is made expressly subject to this Lease, conditioned as modified from time to time, and subordinate to Landlord's interest in the Leased Property by an agreement in form satisfactory to Landlord. Tenant shall not cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Leased Property. Tenant shall not do any act whereby the market value of the depth thereof Leased Property may be materially lessened. Tenant shall allow Landlord or its authorized representative to enter the Leased Property at any reasonable time to inspect the Leased Property and, after reasonable notice, to inspect Tenant's books and records pertaining thereto, and Tenant shall assist Landlord or Landlord's representative in whatever way reasonably necessary to make such inspections. If Tenant receives a written notice or claim from any federal, state or other governmental entity that the Leased Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of the Leased Property because the Leased Property does not comply with Applicable Law, Tenant shall promptly furnish a copy of such notice or claim to Landlord. Notwithstanding the foregoing, Tenant may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Leased Property, and pending such contest Tenant shall not be deemed in default hereunder because of a violation of such Applicable Law, if Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and if Tenant promptly causes the Leased Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Leased Property; provided, that in any event such contest shall be concluded and the violation of such Applicable Law must be corrected and any claims asserted against Landlord or the method Leased Property because of mining such violation must be paid by Tenant, all prior to the date that (i) any criminal charges are threatened or extraction thereof. Mortgagor will cause all debts and liabilities instituted against Landlord or any of its directors, officers or employees because of such violation or (ii) any character action is threatened or instituted by any governmental authority against Landlord or any property owned by Landlord (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Leased Property) incurred in the construction, maintenance, operation and development because of the Property to be promptly paidsuch violation.

Operation of Property. Mortgagor will Tenant shall operate the Leased Property in a good and workmanlike manner and in accordance compliance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith, other than Excluded Taxes. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will Tenant shall not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Leased Property in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, cancelable any insurance then in force with respect thereto. Mortgagor will not use To the extent (but only to the extent) that any of the following would, individually or permit in the aggregate, materially and adversely affect the value of the Leased Property or Tenant's use, occupancy or operations on the Leased Property, Tenant shall be prohibited by this Lease from: (i) initiating or permitting any zoning reclassification of the Leased Property; (ii) seeking any variance under existing zoning ordinances applicable to the Leased Property; (iii) using or permitting the use of the Leased Property in such a manner which that would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement similar laws, rules or regulations; (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant iv) executing or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file filing any subdivision plat or condominium declaration affecting the Property or consent Leased Property; (v) consenting to the annexation of the Leased Property to any municipality; or (v) taking other comparable action in anticipation of the future development of the Land. If a change in the zoning or other Applicable Laws affecting the permitted use or development of the Leased Property shall occur that Landlord determines will materially reduce the then-current market value of the Leased Property, and if after such reduction the Stipulated Loss Value shall substantially exceed the then-current market value of the Leased Property in the reasonable judgment of Landlord, then Tenant shall pay Landlord an amount equal to such excess for application as a Qualified Payment. Tenant shall make any payment required by the preceding sentence within one hundred eighty (180) days after it is requested by Landlord, and in any event shall make any such payment before the end of the Term. Tenant shall not impose any restrictive covenants or encumbrances upon the Leased Property without the prior written consent of Mortgagee which the Landlord; provided, that such consent shall not be unreasonably withheldwithheld for any encumbrance or restriction that is required by any municipality or other governmental entity in connection with any rezoning, conditioned replatting or delayeddevelopment by Tenant otherwise permitted by this Lease or for any encumbrance or restriction that is made expressly subject to this Lease, as modified from time to time, and subordinate to Landlord's interest in the Leased Property by an agreement in form satisfactory to Landlord. Mortgagor will Tenant shall not do cause or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Leased Property. Tenant shall not do any act whereby the market value of the depth thereof Leased Property may be materially lessened. Tenant shall allow Landlord or its authorized representative to enter the Leased Property at any reasonable time to inspect the Leased Property and, after reasonable notice, to inspect Tenant's books and records pertaining thereto, and Tenant shall assist Landlord or Landlord's representative in whatever way reasonably necessary to make such inspections. If Tenant receives a written notice or claim from any federal, state or other governmental entity that the Leased Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of the Leased Property because the Leased Property does not comply with Applicable Law, Tenant shall promptly furnish a copy of such notice or claim to Landlord. Notwithstanding the foregoing, Tenant may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Leased Property, and pending such contest Tenant shall not be deemed in default hereunder because of a violation of such Applicable Law, if Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and if Tenant promptly causes the Leased Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Leased Property; provided, that in any event such contest shall be concluded and the violation of such Applicable Law must be corrected and any claims asserted against Landlord or the method Leased Property because of mining such violation must be paid by Tenant, all prior to the date that (i) any criminal charges are threatened or extraction thereof. Mortgagor will cause all debts and liabilities instituted against Landlord or any of its directors, officers or employees because of such violation or (ii) any character action may be taken by any governmental authority against Landlord or any property owned by Landlord (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Leased Property) incurred in the construction, maintenance, operation and development because of the Property to be promptly paidsuch violation.

Operation of Property. Mortgagor In all material respects, Grantor will operate the Property (or will cause the Property to be operated, as applicable) in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement in a material respect or 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. Mortgagor Grantor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Grantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheldBeneficiary, conditioned or delayedto the extent the foregoing would have a material adverse effect on the Property. Mortgagor Grantor will not do or suffer to be done any act whereby the value of the Improvements or any other material part of the Property may be materially lessened. Mortgagor Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without Except as permitted by the Permitted Encumbrances, without the prior written consent of MortgageeBeneficiary, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance with all material Legal Requirements and will pay all fees or charges of any kind in connection therewith, except for such fees or charges for which the non-payment thereof could not reasonably be expected to have a Material Adverse Effect. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property Premises in any manner which violates any Legal Requirement or 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. Mortgagor will not initiate or permit any zoning reclassification of the Premises or seek any variance under existing zoning ordinances applicable to the Premises or use or permit the use of the Property Premises in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property Premises (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedMortgagee. Mortgagor will not do or suffer use commercially reasonable efforts to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the PropertyPremises. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all material debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all material debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid, except where such debts and charges are being contested in good faith.

Operation of Property. Mortgagor will operate the Property in a good and workmanlike manner and in accordance in all material respects with all Legal Requirements and and, subject to Section 8.12 of the Loan Agreement, will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates in any material respect any Legal Requirement or 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. Mortgagor will not initiate or consent to any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedAdministrative Agent and except for Permitted Liens. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessenedlessened in any material respect (it being understood and agreed that this covenant shall not include general market fluctuations). Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeAdministrative Agent, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor Grantor will operate the --------------------- Property in a good and workmanlike manner and in accordance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which violates any Legal Requirement Applicable Law or 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. Mortgagor Grantor will comply with and use reasonable efforts to cause all occupants of the Property to comply with the ADA and shall provide the Noteholder with copies of all plans for compliance with the ADA and all surveys relating to such compliance now in Grantor's possession or obtained by Grantor during the term of the loan evidenced by the Note. Grantor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementApplicable Laws. Mortgagor Grantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of restrictive covenants or encumbrances upon the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent the Noteholder. Grantor shall not operate the Property, or permit the Property to be unreasonably withheldoperated, conditioned as a cooperative or delayedcondominium building or buildings in which the tenants or occupants participate in the ownership, control or management of the Property or any part thereof, as tenant stockholders or otherwise. Mortgagor Grantor shall not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property. Grantor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Noteholder or its authorized representatives, including but not limited to third party appraisers, environmental engineers, employees of the Noteholder, architects and engineers, shall have the right to inspect and conduct testing on the Property at any time and Grantor will preserveassist the Noteholder and/or said representatives in whatever way necessary to make such inspections and/or testing. If Grantor receives a notice or claim from any federal, protect, renew, extend and retain all material rights and privileges granted for state or applicable other governmental entity pertaining to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including specifically but without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of a notice that the Property is not in compliance with any Applicable Law, Grantor will promptly furnish a copy of such notice or claim to be promptly paidthe Noteholder.

Operation of Property. Mortgagor will During the Term, Tenant shall operate the Leased Property in a good and workmanlike manner and substantially in accordance compliance with all Legal Requirements Applicable Laws and will pay or cause to be paid all fees or charges of any kind in connection therewith. Upon (If Tenant does not promptly correct any failure of the completion Leased Property to comply with Applicable Laws that is the subject of a written notice given to Tenant or Landlord by any construction governmental authority, then for purposes of improvements thereonthe preceding sentence, Mortgagor will keep the Property occupied so as Tenant shall be considered not to impair have maintained the insurance carried thereon. Mortgagor will Leased Property "substantially in accordance with Applicable Laws" whether or not the noncompliance would be substantial in the absence of the notice.) During the Term, Tenant shall not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Leased Property in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, cancelable any insurance then in force with respect thereto. Mortgagor will not During the Term, to the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Leased Property or Tenant's use, occupancy or operations on the Leased Property, Tenant shall not, without Landlord's prior consent: (i) initiate or permit any zoning reclassification of the Leased Property; (ii) seek any variance under existing zoning ordinances applicable to the Leased Property; (iii) use or permit the use of the Leased Property in such a manner which that would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement similar laws, rules or regulations; (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)iv) subject to Paragraph 10(b) below, execute or file any subdivision plat or condominium declaration affecting the Property Leased Property; or (v) consent to the annexation of the Leased Property to any municipality. During the Term, without if (A) a change in the prior written consent zoning or other Applicable Laws affecting the permitted use or development of Mortgagee the Leased Property shall occur that reduces Appraised Value, or (B) conditions or circumstances on or about the Leased Property are discovered (such as the presence of an endangered species) which consent substantially impede development and thereby reduce Appraised Value, and if after any such reduction under clause (A) or (B) above Appraised Value of the Leased Property is less than thirty percent (30%) of Stipulated Loss Value, then Tenant shall pay Landlord upon request the amount by which Appraised Value is less than thirty percent (30%) of Stipulated Loss Value, for application as a Qualified Payment. For purposes of determining Appraised Value under the preceding sentence, the provisions of subparagraph 4(a)(v) shall apply. During the Term, Tenant shall not be unreasonably withheld, conditioned cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Leased Property, and Tenant shall not do any act whereby the market value of the depth thereof Leased Property may reasonably be expected to be materially lessened. Subject to Paragraph 23, during the Term, Tenant shall allow Landlord or its authorized representative to enter the method Leased Property at any reasonable time to inspect the Leased Property and, after reasonable notice, to inspect Tenant's books and records pertaining thereto, and Tenant shall assist Landlord or Landlord's representative in whatever way reasonably necessary to make such inspections. During the Term, if Tenant receives a written notice or claim from any federal, state or other governmental entity that the Leased Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of mining the Leased Property because the Leased Property does not comply with Applicable Law, Tenant shall promptly furnish a copy of such notice or extraction thereofclaim to Landlord. Mortgagor will cause all debts Notwithstanding the foregoing, Tenant may in good faith by appropriate proceedings contest the validity and liabilities applicability of any character Applicable Law with respect to the Leased Property, and pending such contest Tenant shall not be deemed in default hereunder because of a violation of such Applicable Law, if Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and if Tenant promptly causes the Leased Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Leased Property; provided, that in any event such contest shall be concluded and the violation of such Applicable Law must be corrected (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and a manner that will not materially impede future development of the Leased Property) and any claims asserted against Landlord or the Leased Property because of such violation must be paid by Tenant, all prior to (i) any Designated Payment Date on which neither Tenant nor any Applicable Purchaser purchases the Leased Property pursuant to the Purchase Agreement for a net price to Landlord (when taken together with any additional payments made by Tenant pursuant to Paragraph 2(a)(ii) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) of not less than Stipulated Loss Value, (ii) the date any criminal charges may be promptly paidbrought against Landlord or any of its directors, officers or employees because of such violation or (iii) the date any action may be taken by any governmental authority against Landlord or any property owned by Landlord (including the Leased Property) because of such violation.

Operation of Property. Mortgagor will operate the Property in a good --------------------- and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon Mortgagor shall cause the completion of any construction of improvements thereonProperty to be managed by Mortgagor or another property manager acceptable to Mortgagee, under a management agreement satisfactory in all respects to Mortgagee. Mortgagee approves Xxxxx Management Company, Inc. as property manager. Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedMortgagee. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. In all material respects, Mortgagor will operate the Property (or will cause the Property to be operated, as applicable) in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement in a material respect or 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. Mortgagor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheldMortgagee, conditioned or delayedto the extent the foregoing would have a material adverse effect on the Property. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be materially lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without Except as permitted by the Permitted Encumbrances, without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor will Tenant shall operate the Leased Property in a good and workmanlike manner and in accordance compliance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will Tenant shall not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Leased Property in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, cancelable any insurance then in force with respect thereto. Mortgagor will not To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Leased Property or Tenant's use, occupancy or operations on the Leased Property, Tenant shall not: (i) initiate or permit any zoning reclassification of the Leased Property; (ii) seek any variance under existing zoning ordinances applicable to the Leased Property; (iii) use or permit the use of the Leased Property in such a manner which that would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement similar laws, rules or regulations; (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), iv) execute or file any subdivision plat or condominium declaration affecting the Property Leased Property; or (v) consent to the annexation of the Leased Property to any municipality. If a change in the zoning or other Applicable Laws affecting the permitted use or development of the Leased Property shall occur that Landlord determines will materially reduce the then-current market value of the Leased Property, and if after such reduction the Stipulated Loss Value shall substantially exceed the then- current market value of the Leased Property in the reasonable judgment of Landlord, then Tenant shall pay Landlord an amount equal to such excess for application as a Qualified Payment. Tenant shall make any payment required by the preceding sentence within one hundred eighty (180) days after it is requested by Landlord, and in any event shall make any such payment before the end of the Term. Tenant shall not impose any restrictive covenants or encumbrances upon the Leased Property without the prior written consent of Mortgagee which the Landlord; provided, that such consent shall not be unreasonably withheldwithheld for any encumbrance or restriction that is made expressly subject to this Lease, conditioned as modified from time to time, and subordinate to Landlord's interest in the Leased Property by an agreement in form satisfactory to Landlord. Tenant shall not cause or delayed. Mortgagor will not do or suffer to be done permit any act whereby the value of any part of the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for for, or extraction, removal or production of any mineralof, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) minerals from the surface or subsurface of the Land regardless Leased Property. Tenant shall not do any act whereby the market value of the depth thereof Leased Property may be materially lessened. Tenant shall allow Landlord or its authorized representative to enter the Leased Property at any reasonable time to inspect the Leased Property and, after reasonable notice, to inspect Tenant's books and records pertaining thereto, and Tenant shall assist Landlord or Landlord's representative in whatever way reasonably necessary to make such inspections. If Tenant receives a written notice or claim from any federal, state or other governmental entity that the Leased Property is not in compliance in any material respect with any Applicable Law, or that any action may be taken against the owner of the Leased Property because the Leased Property does not comply with Applicable Law, Tenant shall promptly furnish a copy of such notice or claim to Landlord. Notwithstanding the foregoing, Tenant may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Leased Property, and pending such contest Tenant shall not be deemed in default hereunder because of a violation of such Applicable Law, if Tenant diligently prosecutes such contest to completion in a manner reasonably satisfactory to Landlord, and if Tenant promptly causes the Leased Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Leased Property; provided, that in any event such contest shall be concluded and the violation of such Applicable Law must be corrected and any claims asserted against Landlord or the method Leased Property because of mining such violation must be paid by Tenant, all prior to the date that (i) any criminal charges may be brought against Landlord or extraction thereof. Mortgagor will cause all debts and liabilities any of its directors, officers or employees because of such violation or (ii) any character action may be taken by any governmental authority against Landlord or any property owned by Landlord (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Leased Property) incurred in the construction, maintenance, operation and development because of the Property to be promptly paidsuch violation.

Operation of Property. Mortgagor Grantor will operate the Property in a good and workmanlike EXHIBIT D Form of CDBG Deed of Trust manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity on, or or, using commercially reasonable efforts, allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Grantor will not initiate or consent to any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Grantor will not impose any easement (except other than utility easements executed by Mortgagor in connection with the development ordinary course of the operation of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedHolder. Mortgagor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of MortgageeHolder, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid, except to the extent Grantor is contesting the same in good faith.

Operation of Property. Mortgagor will Each Obligor holding title to a Collateral Property shall operate the applicable Collateral Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith, except where the failure to do so could not reasonably be expected to result in a Material Property Event. Upon the completion of any construction of improvements thereon, Mortgagor Each such Obligor will keep the applicable Collateral Property occupied so as not to impair the insurance carried thereon. Mortgagor , and, except as could not reasonably be expected to result in a Material Property Event, will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the applicable Collateral Property in any manner which violates any Legal Requirement or which constitutes a public or private nuisance or which makes void, voidable voidable, or cancelable, or increases the premium of, any insurance then in force with respect thereto. Mortgagor No such Obligor will not initiate or consent to any zoning reclassification of the applicable Collateral Property or seek any variance under existing zoning ordinances applicable to the applicable Collateral Property or use or permit the use of the applicable Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor No such Obligor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant covenant, or encumbrance upon the Property (except for the Permitted Encumbrances)any Collateral Property, execute or file any subdivision plat or condominium declaration affecting the Property any Collateral Property, or consent to the annexation of the any Collateral Property to any municipality, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayedAdministrative Agent. Mortgagor No such Obligor will not do or suffer allow to be done any act whereby the value of any part of the any Collateral Property may be lessenedlessened to an extent that would constitute a Material Property Event. Mortgagor Each such Obligor will preserve, protect, renew, extend extend, and retain all material rights and privileges granted for or applicable to the applicable Collateral Property. Without the prior written consent of MortgageeAdministrative Agent, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land Collateral Properties regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Each such Obligor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material material, and equipment (including software embedded therein) and all debts and charges for utilities servicing the each Collateral Property) incurred in the construction, maintenance, operation and development of the Property Collateral Properties to be promptly paid, unless the failure to so is not reasonably likely to result in a Material Property Event.

Operation of Property. Mortgagor Guarantor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Guarantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Guarantor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor Neither Borrower nor Guarantor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor Guarantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property)easement, restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances)Property, execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee Lender (which consent shall not be unreasonably withheld, conditioned or delayed). Mortgagor Neither Borrower nor Guarantor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Guarantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling Borrower or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor Guarantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment (including software embedded therein) and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.

Operation of Property. Mortgagor Grantor will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements Applicable Laws and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Grantor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor Grantor will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which violates any Legal Requirement Applicable Law or 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. Mortgagor Grantor shall cause the Property to be at all times managed by a management agent, acceptable to the Noteholder, pursuant to a management agreement, in the form and substance acceptable the to the Noteholder. Grantor will not initiate or permit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementApplicable Laws. Mortgagor Grantor will not impose any easement (except utility easements executed by Mortgagor in connection with the development of restrictive covenants or encumbrances upon the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent the Noteholder. Grantor shall not be unreasonably withheldcause or permit any drilling or exploration for, conditioned or delayedextraction, removal or production of, minerals from the surface or subsurface of the Property. Mortgagor Grantor will not do or suffer to be done any act whereby the value of any part of the Property may be lessened. Mortgagor Grantor will preserveallow the Noteholder or its authorized representative to enter the Property, protectafter reasonable notice and during normal business hours, renewto inspect the Property and Grantor's books and records pertaining thereto and Grantor will assist the Noteholder or said representative as reasonably necessary to make such inspection. Prior to any such inspection, extend Grantor shall provide the Noteholder with a current certified rent roll of all parties in possession and retain all material rights and privileges granted other data reasonably necessary for the Noteholder or applicable its representative to conduct its inspection. If Grantor receives a notice or claim from any federal, state or other governmental entity pertaining to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including specifically but without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of a notice that the Property is not in compliance with any Applicable Law, Grantor will promptly furnish a copy of such notice or claim to be promptly paidthe Noteholder.

Operation of Property. Mortgagor Seller covenants with Purchaser that, so long as this Agreement remains in effect: (a) From and after the Effective Date, Seller will operate operate, maintain and manage the Property in a good and workmanlike manner and in accordance with all Legal Requirements normal businesslike manner, maintaining present services, and will pay perform when due all fees of its obligations under the Leases, any and all contracts affecting or charges relating to the Property, even if they will be terminated prior to the Closing, if such contracts are necessary or appropriate for Seller to comply with its obligations under this paragraph (excluding the Leases, the “Contracts”), and any loan agreements or mortgages, encumbrances, orders, decrees, entitlements, permits, or instruments affecting the Property. Seller will promptly notify Purchaser of any kind default notices received by Seller between the Effective Date and the Closing Date as to any of the foregoing. Seller may take any action that Seller reasonably determines to be appropriate in connection therewithwith any such default; provided, however, that if any such action is reasonably likely to result in a monetary obligation or liability on Purchaser after the Closing, Seller shall obtain Purchaser’s approval 12 prior to taking such action, which approval shall not be unreasonably withheld, conditioned or delayed. Upon (b) (i) Seller may, without notice to or consent from Purchaser, enter into new Leases and grant renewals and extensions of existing Leases, in each case in the completion ordinary course of business, and (ii) Seller shall not enter into any construction of improvements thereonContracts which will survive the Closing or otherwise affect the use, Mortgagor will keep the Property occupied so as not to impair the insurance carried thereon. Mortgagor will not use operation or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Property in any manner which violates any Legal Requirement or 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. Mortgagor will not use or permit the use enjoyment of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Mortgagor will not impose any easement (except utility easements executed by Mortgagor in connection with after the development of the Property), restrictive covenant or encumbrance upon the Property (except for the Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, Closing without the Purchaser’s prior written consent of Mortgagee consent, which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagor (c) From and after the Effective Date, Seller will maintain in effect all insurance policies now maintained on the Property, up to and including the Closing Date. (d) From and after the Effective Date, Seller shall not do create or suffer consent to be done any act whereby the value creation of any part of lien, encumbrance or other matter affecting title to the Property may be lessened. Mortgagor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to the Property. Without the without Purchaser’s prior written consent, which consent of Mortgageeshall not be unreasonably withheld, there shall be no drilling conditioned or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereofdelayed. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of the Property to be promptly paid.5.2

Operation of Property. Mortgagor Borrower will operate the Property in a good and workmanlike manner and in accordance with all Legal Requirements Applicable Laws except where failure to comply therewith will not have a Materially Adverse Effect and will pay all fees or charges of any kind in connection therewith. Upon the completion of any construction of improvements thereon, Mortgagor Borrower will keep the Property occupied so as not to impair the insurance carried thereon except where an Individual Property is closed if appropriate insurance is maintained thereon. Mortgagor Borrower will not use or occupy or conduct any activity onoccupy, or allow the use or occupancy of or the conduct of any activity onof, the Property in any manner which (i) violates any Legal Requirement Applicable Laws except where failure to comply therewith will not have a Materially Adverse Effect or which (ii) constitutes a public or private nuisance or which (iii) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto. Mortgagor Borrower will not initiate any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property or use or or, to the extent controllable by Borrower, permit the use of the any Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal RequirementApplicable Laws. Mortgagor Borrower will not impose any easement (except utility easements executed by Mortgagor in connection with the development of the Property), restrictive covenant covenants or encumbrance encumbrances upon the Property (except for the other than Permitted Encumbrances), execute or file any subdivision plat or condominium declaration affecting the Property or consent to the annexation of the Property to any municipality, without the prior written consent of Mortgagee which consent Lender. Borrower shall not be unreasonably withheldcause or, conditioned to the extent controllable by Borrower, permit any drilling or delayedexploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property. Mortgagor Borrower will not knowingly do or suffer to be done any act whereby the value of any part of the Property may will be lessened. Mortgagor Borrower will preserve, protect, renew, extend and retain all material rights and privileges granted for not operate or applicable to the Property. Without the prior written consent of Mortgagee, there shall be no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Mortgagor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Property) incurred in the construction, maintenance, operation and development of permit the Property to be operated as a cooperative or condominium building or buildings in which the tenants or occupants participate in the ownership, control or management of the Property or any part thereof, as tenant stockholders or otherwise. Borrower will allow Lender or its authorized representative to enter the Property at any reasonable time to inspect the Property and Borrower's books and records pertaining thereto and Borrower will assist Lender or said representative in whatever reasonable way necessary to make such inspection. If Borrower receives a notice of claim from any federal, state or other governmental entity pertaining to the Property, regarding a matter which could have a Materially Adverse Effect or a notice that the Property is not in compliance with any Applicable Laws except where failure to comply therewith would not have a Materially Adverse Effect, Borrower will promptly paidfurnish a copy of such notice or claim to Lender.