allocated for such Individual Property.
7.3.3
Performance of Replacements.
(A)
BORROWER SHALL MAKE (OR CAUSE TO BE MADE) REPLACEMENTS WHEN
REQUIRED IN ORDER TO KEEP EACH INDIVIDUAL PROPERTY IN GOOD WORKING ORDER AND
REPAIR, AND TO KEEP (OR CAUSE TO BE KEPT) EACH INDIVIDUAL PROPERTY OR ANY
PORTION THEREOF FROM DETERIORATING.
BORROWER SHALL COMPLETE (OR CAUSE TO BE
COMPLETED) ALL REPLACEMENTS IN A GOOD AND WORKMANLIKE MANNER AS SOON AS
PRACTICABLE FOLLOWING THE COMMENCEMENT OF MAKING EACH SUCH REPLACEMENT.
(B)
SUBJECT TO TERMS OF THE OPERATING LEASE, LENDER RESERVES THE
RIGHT, AT ITS OPTION, TO APPROVE ALL CONTRACTS OR WORK ORDERS WITH MATERIALMEN,
MECHANICS, SUPPLIERS, SUBCONTRACTORS, CONTRACTORS OR OTHER PARTIES PROVIDING
LABOR OR MATERIALS IN CONNECTION WITH THE REPLACEMENTS COSTING, IN THE
AGGREGATE, IN EXCESS OF $500,000 WITH RESPECT TO EACH INDIVIDUAL PROPERTY.
UPON
LENDER'S REQUEST, BORROWER SHALL ASSIGN ANY CONTRACT OR SUBCONTRACT TO LENDER.
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(C)
IN THE EVENT LENDER DETERMINES IN ITS REASONABLE DISCRETION THAT
ANY REPLACEMENT IS NOT BEING PERFORMED IN A WORKMANLIKE OR TIMELY MANNER OR THAT
ANY REPLACEMENT HAS NOT BEEN COMPLETED IN A WORKMANLIKE OR TIMELY MANNER, LENDER
SHALL HAVE THE OPTION TO WITHHOLD DISBURSEMENT FOR SUCH UNSATISFACTORY
REPLACEMENT AND TO PROCEED UNDER EXISTING CONTRACTS OR TO CONTRACT WITH THIRD
PARTIES TO COMPLETE SUCH REPLACEMENT AND TO APPLY THE REPLACEMENT RESERVE FUND
TOWARD THE LABOR AND MATERIALS NECESSARY TO COMPLETE SUCH REPLACEMENT, WITHOUT
PROVIDING ANY PRIOR NOTICE TO BORROWER AND TO EXERCISE ANY AND ALL OTHER
REMEDIES AVAILABLE TO LENDER UPON AN EVENT OF DEFAULT HEREUNDER.
(D)
IN ORDER TO FACILITATE LENDER'S COMPLETION OR MAKING OF THE
REPLACEMENTS PURSUANT TO SECTION 7.3.3(C) ABOVE, BORROWER GRANTS LENDER THE
RIGHT TO ENTER ONTO ANY INDIVIDUAL PROPERTY AND PERFORM ANY AND ALL WORK AND
LABOR NECESSARY TO COMPLETE OR MAKE THE REPLACEMENTS AND/OR EMPLOY WATCHMEN TO
PROTECT SUCH INDIVIDUAL PROPERTY FROM DAMAGE.
ALL SUMS SO EXPENDED BY LENDER,
TO THE EXTENT NOT FROM THE REPLACEMENT RESERVE FUND, SHALL BE DEEMED TO HAVE
BEEN ADVANCED UNDER THE LOAN TO BORROWER AND SECURED BY THE SECURITY
INSTRUMENTS.
FOR THIS PURPOSE, BORROWER CONSTITUTES AND APPOINTS LENDER ITS
TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION TO COMPLETE OR
UNDERTAKE THE REPLACEMENTS IN THE NAME OF BORROWER.
SUCH POWER OF ATTORNEY
SHALL BE DEEMED TO BE A POWER COUPLED WITH AN INTEREST AND CANNOT BE REVOKED.
BORROWER EMPOWERS SAID ATTORNEY-IN-FACT AS FOLLOWS:
(I) TO USE ANY FUNDS IN THE
REPLACEMENT RESERVE ACCOUNT FOR THE PURPOSE OF MAKING OR COMPLETING THE
REPLACEMENTS; (II) TO MAKE SUCH ADDITIONS, CHANGES AND CORRECTIONS TO THE
REPLACEMENTS AS SHALL BE NECESSARY OR DESIRABLE TO COMPLETE THE REPLACEMENTS;
(III) TO EMPLOY SUCH CONTRACTORS, SUBCONTRACTORS, AGENTS, ARCHITECTS AND
INSPECTORS AS SHALL BE REQUIRED FOR SUCH PURPOSES; (IV) TO PAY, SETTLE OR
COMPROMISE ALL EXISTING BILLS AND CLAIMS WHICH ARE OR MAY BECOME LIENS AGAINST
ANY INDIVIDUAL PROPERTY, OR AS MAY BE NECESSARY OR DESIRABLE FOR THE COMPLETION
OF THE REPLACEMENTS, OR FOR CLEARANCE OF TITLE; (V) TO EXECUTE ALL APPLICATIONS
AND CERTIFICATES IN THE NAME OF