FOR THE FACILITY AND (III) NOT COMMIT OR SUFFER TO BE COMMITTED ANY
WASTE OF THE PROJECTS OR DO OR SUFFER TO BE DONE ANYTHING WHICH WILL INCREASE
THE RISK OF FIRE OR OTHER HAZARD TO ANY OF THE PROJECTS OR IMPAIR THE VALUE
THEREOF. BORROWER SHALL KEEP THE SIDEWALKS, VAULTS, GUTTERS AND CURBS
COMPRISING, OR ADJACENT TO, EACH OF THE PROJECTS, CLEAN AND FREE FROM DIRT,
SNOW, ICE, RUBBISH AND OBSTRUCTIONS. ALL REPAIRS MADE BY BORROWER SHALL BE MADE
WITH FIRST-CLASS MATERIALS, IN A GOOD AND WORKMANLIKE MANNER, SHALL BE EQUAL OR
BETTER IN QUALITY TO THE ORIGINAL WORK AND SHALL COMPLY WITH ALL APPLICABLE
LEGAL REQUIREMENTS AND INSURANCE REQUIREMENTS. TO THE EXTENT ANY OF THE ABOVE
OBLIGATIONS ARE OBLIGATIONS OF TENANTS UNDER SPACE LEASES OR OTHER PERSONS UNDER
PROPERTY AGREEMENTS, BORROWER MAY FULFILL ITS OBLIGATIONS HEREUNDER BY CAUSING
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SUCH TENANTS OR OTHER PERSONS, AS THE CASE MAY BE, TO PERFORM THEIR OBLIGATIONS
THEREUNDER. AS USED HEREIN, THE TERMS "REPAIR" AND "REPAIRS" SHALL BE DEEMED TO
INCLUDE ALL NECESSARY REPLACEMENTS.
(C)
BORROWER SHALL NOT DEMOLISH, REMOVE, CONSTRUCT, OR, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, RESTORE, OR ALTER ANY OF THE PROJECTS OR
ANY PORTION THEREOF; NOR CONSENT TO OR PERMIT ANY SUCH DEMOLITION, REMOVAL,
CONSTRUCTION, RESTORATION, ADDITION OR ALTERATION WHICH WOULD DIMINISH THE VALUE
OF THE PROJECTS. BORROWER MAY, WITHOUT LENDER'S CONSENT, PERFORM ALTERATIONS TO
THE IMPROVEMENTS AND EQUIPMENT WHICH (I) DO NOT CONSTITUTE A MATERIAL ALTERATION
(AS HEREINAFTER DEFINED), (II) COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON THE APPLICABLE PROJECT OR TO BORROWER 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, CONDITIONED OR DELAYED; PROVIDED, HOWEVER, LENDER
RESERVES THE RIGHT TO CONDITION ITS CONSENT TO ANY MATERIAL ALTERATION ON THE
FOLLOWING:
(I) SUCH CONDITIONS AS WOULD BE REQUIRED BY A PRUDENT INTERIM
CONSTRUCTION LENDER, INCLUDING, BUT NOT LIMITED TO, THE PRIOR APPROVAL BY LENDER
OF PLANS AND SPECIFICATIONS, CONSTRUCTION BUDGETS AND THE FURNISHING TO LENDER
OF EVIDENCE REGARDING FUNDS, PERMITS AND INSURANCE, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO LENDER; AND (III) MORTGAGOR'S AGREEMENT TO PAY ALL
FEES, COSTS AND EXPENSES REASONABLY INCURRED BY MORTGAGEE IN GRANTING SUCH
CONSENT, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES.
AS USED HEREIN, "MATERIAL ALTERATION" SHALL MEAN ANY ALTERATION AFFECTING
STRUCTURAL ELEMENTS OF THE APPLICABLE PROJECT THE COST OF WHICH EXCEEDS
$500,000; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL (I) ANY REQUIRED ENGINEERING
WORK, (II) ANY RECURRING REPLACEMENT EXPENDITURES, (III) ANY RELETTING
EXPENDITURES OR (IV) ALTERATIONS PERFORMED AS PART OF A RESTORATION AFTER A
CASUALTY OR CONDEMNATION, CONSTITUTE A MATERIAL ALTERATION.
(D)
BORROWER REPRESENTS AND WARRANTS TO LENDER THAT (I) THERE ARE NO
FIXTURES, MACHINERY, APPARATUS, TOOLS, EQUIPMENT OR ARTICLES OF PERSONAL
PROPERTY ATTACHED OR APPURTENANT TO, OR LOCATED ON, OR USED BY BORROWER IN
CONNECTION WITH THE MANAGEMENT, OPERATION OR MAINTENANCE OF THE PROJECTS, EXCEPT
FOR THE EQUIPMENT AND FIXTURES AND EQUIPMENT