PROPERTY THAT BECOMES DAMAGED, WORN OR DILAPIDATED AND SHALL COMPLETE AND
PAY FOR ANY IMPROVEMENTS AT ANY TIME IN THE PROCESS OF CONSTRUCTION OR REPAIR.
5.4.2
ALTERATIONS. BORROWER MAY, WITHOUT LENDER'S CONSENT, PERFORM
ALTERATIONS TO THE IMPROVEMENTS AND EQUIPMENT WHICH (I) DO NOT CONSTITUTE A
MATERIAL ALTERATION, (II) DO NOT ADVERSELY AFFECT BORROWER'S FINANCIAL CONDITION
OR THE VALUE OR NET OPERATING INCOME OF THE PROPERTY AND (III) ARE IN THE
ORDINARY COURSE OF BORROWER'S BUSINESS. BORROWER SHALL NOT PERFORM ANY MATERIAL
ALTERATION WITHOUT LENDER'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED. LENDER MAY, AS A CONDITION TO GIVING ITS
CONSENT TO A MATERIAL ALTERATION, REQUIRE THAT BORROWER DELIVER TO LENDER
SECURITY FOR PAYMENT OF THE COST OF SUCH MATERIAL ALTERATION IN AN AMOUNT EQUAL
TO ONE HUNDRED TWENTY FIVE PERCENT (125%) OF THE COST OF THE MATERIAL ALTERATION
AS ESTIMATED BY LENDER. UPON SUBSTANTIAL COMPLETION OF THE MATERIAL ALTERATION,
BORROWER SHALL PROVIDE EVIDENCE SATISFACTORY TO LENDER THAT (I) THE MATERIAL
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ALTERATION WAS CONSTRUCTED IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS AND
SUBSTANTIALLY IN ACCORDANCE WITH PLANS AND SPECIFICATIONS APPROVED BY LENDER
(WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), (II) ALL
CONTRACTORS, SUBCONTRACTORS, MATERIALMEN AND PROFESSIONALS WHO PROVIDED WORK,
MATERIALS OR SERVICES IN CONNECTION WITH THE MATERIAL ALTERATION HAVE BEEN PAID
IN FULL AND HAVE DELIVERED UNCONDITIONAL RELEASES OF LIEN AND (III) ALL MATERIAL
LICENSES NECESSARY FOR THE USE, OPERATION AND OCCUPANCY OF THE MATERIAL
ALTERATION (OTHER THAN THOSE WHICH DEPEND ON THE PERFORMANCE OF TENANT
IMPROVEMENT WORK) HAVE BEEN ISSUED. BORROWER SHALL REIMBURSE LENDER UPON DEMAND
FOR ALL OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING THE REASONABLE FEES OF ANY
ARCHITECT, ENGINEER OR OTHER PROFESSIONAL ENGAGED BY LENDER) INCURRED BY LENDER
IN REVIEWING PLANS AND SPECIFICATIONS OR IN MAKING ANY DETERMINATIONS NECESSARY
TO IMPLEMENT THE PROVISIONS OF THIS SECTION 5.4.2.
5.5
PERFORMANCE OF OTHER AGREEMENTS. BORROWER SHALL OBSERVE AND PERFORM
EACH AND EVERY TERM TO BE OBSERVED OR PERFORMED BY BORROWER PURSUANT TO THE
TERMS OF ANY AGREEMENT OR INSTRUMENT AFFECTING OR PERTAINING TO THE PROPERTY,
INCLUDING THE LOAN DOCUMENTS.
5.6
COOPERATE IN LEGAL PROCEEDINGS. BORROWER SHALL COOPERATE FULLY WITH
LENDER WITH RESPECT TO, AND PERMIT LENDER, AT ITS OPTION, TO PARTICIPATE IN, ANY
PROCEEDINGS BEFORE ANY GOVERNMENTAL AUTHORITY WHICH MAY IN ANY WAY AFFECT THE
RIGHTS OF LENDER UNDER ANY LOAN DOCUMENT.
5.7
FURTHER ASSURANCES. BORROWER SHALL, AT BORROWER'S SOLE COST AND
EXPENSE, (I) EXECUTE AND DELIVER TO LENDER SUCH DOCUMENTS, INSTRUMENTS,
CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO SUCH OTHER ACTS NECESSARY
OR DESIRABLE, TO EVIDENCE, PRESERVE AND/OR PROTECT THE COLLATERAL AT ANY TIME
SECURING OR INTENDED TO SECURE THE DEBT AND/OR FOR THE BETTER AND MORE EFFECTIVE
CARRYING OUT OF THE INTENTS AND PURPOSES OF THE LOAN DOCUMENTS, AS LENDER MAY
REASONABLY REQUIRE FROM TIME TO TIME; AND (II) UPON LENDER'S REQUEST THEREFOR
GIVEN FROM TIME TO TIME AFTER THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT
PAY FOR (A) REPORTS OF UCC, FEDERAL TAX LIEN, STATE TAX LIEN, JUDGMENT