LEASED BY BORROWER FOR THE
MANAGEMENT, OPERATION OR MAINTENANCE OF THE PROJECTS IN ACCORDANCE WITH THE LOAN
DOCUMENTS; (II) THE EQUIPMENT, FIXTURES AND THE LEASED EQUIPMENT CONSTITUTE ALL
OF THE FIXTURES, MACHINERY, APPARATUS, TOOLS, EQUIPMENT AND ARTICLES OF PERSONAL
PROPERTY NECESSARY TO THE PROPER OPERATION AND MAINTENANCE OF THE PROJECTS; AND
(III) ALL OF THE EQUIPMENT AND FIXTURES ARE FREE AND CLEAR OF ALL LIENS, EXCEPT
FOR THE LIEN OF THE MORTGAGE(S) AND THE PERMITTED ENCUMBRANCES, AND EXCEPT FOR
SUCH INDEBTEDNESS AS IS PERMITTED PURSUANT TO SECTION 2.02(G) (VIII) HEREOF. ALL
RIGHT, TITLE AND INTEREST OF BORROWER IN AND TO ALL EXTENSIONS, IMPROVEMENTS,
BETTERMENTS, RENEWALS AND APPURTENANCES TO THE PROJECTS HEREAFTER ACQUIRED BY,
OR RELEASED TO, BORROWER OR CONSTRUCTED, ASSEMBLED OR PLACED BY BORROWER IN THE
PROJECTS, AND ALL CHANGES AND SUBSTITUTIONS OF THE SECURITY CONSTITUTED THEREBY,
SHALL BE AND, IN EACH SUCH CASE, WITHOUT ANY FURTHER MORTGAGE, ENCUMBRANCE,
CONVEYANCE, ASSIGNMENT OR OTHER ACT BY LENDER OR BORROWER, SHALL BECOME SUBJECT
TO THE LIEN AND SECURITY INTEREST OF THIS AGREEMENT AS FULLY AND COMPLETELY, AND
WITH THE SAME EFFECT, AS THOUGH NOW OWNED BY BORROWER AND SPECIFICALLY DESCRIBED
IN THIS AGREEMENT, BUT AT ANY AND ALL TIMES BORROWER SHALL EXECUTE AND DELIVER
TO LENDER ANY DOCUMENTS LENDER MAY REASONABLY DEEM NECESSARY OR APPROPRIATE FOR
THE PURPOSE OF SPECIFICALLY SUBJECTING THE SAME TO THE LIEN AND SECURITY
INTEREST OF THIS AGREEMENT.
80
(E)
NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT TO THE CONTRARY,
BORROWER SHALL HAVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO REMOVE AND
DISPOSE OF EQUIPMENT WHICH MAY HAVE BECOME OBSOLETE OR UNFIT FOR USE OR WHICH IS
NO LONGER USEFUL IN THE MANAGEMENT, OPERATION OR MAINTENANCE OF THE PROJECTS.
BORROWER SHALL PROMPTLY REPLACE ANY SUCH EQUIPMENT SO DISPOSED OF OR REMOVED
WITH OTHER EQUIPMENT OF EQUAL VALUE AND UTILITY, FREE OF ANY SECURITY INTEREST
OR SUPERIOR TITLE, LIENS OR CLAIMS (EXCEPT FOR SUCH PURCHASE MONEY SECURITY
INTERESTS GRANTED BY BORROWER, PROVIDED THE SAME ARE PERMITTED PURSUANT TO
SECTION 2.02(G)(VIII) HEREOF); EXCEPT THAT, IF BY REASON OF TECHNOLOGICAL OR
OTHER DEVELOPMENTS, REPLACEMENT OF THE EQUIPMENT SO REMOVED OR DISPOSED OF IS
NOT NECESSARY OR DESIRABLE FOR THE PROPER MANAGEMENT, OPERATION OR MAINTENANCE
OF THE PROJECTS, BORROWER SHALL NOT BE REQUIRED TO REPLACE THE SAME. ALL SUCH
REPLACEMENTS OR ADDITIONAL EQUIPMENT SHALL BE DEEMED TO CONSTITUTE "EQUIPMENT"
AND SHALL BE COVERED BY THE SECURITY INTEREST HEREIN GRANTED.
ARTICLE IX
TRANSFER OR ENCUMBRANCE OF THE PROJECTS
Section 9.01
Other Encumbrances. Borrower shall not further encumber
or permit the further encumbrance in any manner (whether by grant of a pledge,
security interest or otherwise) of the Projects or any part thereof or interest
therein, including, without limitation, of the Rents therefrom. In addition,
Borrower shall not further encumber and shall not permit the further encumbrance
in any manner (whether by grant of a pledge, security interest or otherwise) of
Borrower or any direct or indirect interest in Borrower, except for the
Permitted MCRLP Financing, if any, and as