AND
WORKMANLIKE MANNER ON OR BEFORE THE DATE SPECIFIED IN SCHEDULE IV ATTACHED
HERETO (THE "REQUIRED PIP REPLACEMENTS").
UPON THE EARLIER TO OCCUR (I) PAYMENT
IN FULL OF THE DEBT AND (II) COMPLETION OF THE REQUIRED PIP REPLACEMENTS, ANY
PIP RESERVE FUNDS REMAINING IN THE PIP RESERVE ACCOUNT SHALL BE RELEASED TO
BORROWER AND THE OBLIGATION TO MAKE THE PIP RESERVE MONTHLY DEPOSIT SHALL CEASE.
Section 9.3.
INTENTIONALLY OMITTED
Section 9.4.
REQUIRED WORK
Borrower shall diligently pursue (or cause to be pursued) all Required Repairs
and Replacements, including any Required PIP Replacements (collectively, the
"Required Work") to completion in accordance with the following requirements:
(A)
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 REQUIRED WORK TO THE EXTENT SUCH CONTRACTS OR WORK ORDERS
EXCEED $150,000.
UPON LENDER'S REQUEST, BORROWER SHALL ASSIGN (OR CAUSE TO BE
ASSIGNED) ANY CONTRACT OR SUBCONTRACT TO LENDER.
(B)
IN THE EVENT LENDER DETERMINES IN ITS
REASONABLE DISCRETION THAT ANY REQUIRED WORK IS NOT BEING OR HAS NOT BEEN
PERFORMED IN A WORKMANLIKE OR TIMELY MANNER, LENDER SHALL HAVE THE OPTION TO
WITHHOLD DISBURSEMENT FOR SUCH UNSATISFACTORY REQUIRED WORK AND TO PROCEED UNDER
EXISTING CONTRACTS OR TO CONTRACT WITH THIRD PARTIES TO COMPLETE SUCH REQUIRED
WORK AND TO APPLY THE REQUIRED REPAIR FUNDS, THE REPLACEMENT RESERVE FUNDS OR
THE PIP RESERVE FUNDS (TO THE EXTENT THE REPLACEMENT RESERVE FUNDS ARE
INSUFFICIENT TO COVER THE APPLICABLE REPLACEMENTS), AS APPLICABLE, TOWARD THE
LABOR AND MATERIALS NECESSARY TO COMPLETE SUCH REQUIRED WORK, WITHOUT PROVIDING
ANY PRIOR NOTICE TO BORROWER AND TO EXERCISE ANY AND ALL OTHER REMEDIES
AVAILABLE TO LENDER UPON AN EVENT OF DEFAULT HEREUNDER.
(C)
IN ORDER TO FACILITATE LENDER'S COMPLETION
OF THE REQUIRED WORK, BORROWER GRANTS LENDER THE RIGHT TO ENTER ONTO THE
APPLICABLE PROPERTY AND PERFORM ANY AND ALL WORK AND LABOR NECESSARY TO COMPLETE
THE REQUIRED WORK AND/OR EMPLOY WATCHMEN TO PROTECT SUCH PROPERTY FROM DAMAGE.
ALL SUMS SO EXPENDED BY LENDER, TO THE EXTENT NOT FROM THE RESERVE FUNDS, SHALL
BE DEEMED TO HAVE BEEN ADVANCED UNDER THE LOAN TO BORROWER AND SECURED BY EACH
MORTGAGE.
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 REQUIRED WORK IN THE NAME OF BORROWER UPON BORROWER'S FAILURE TO
DO SO IN A WORKMANLIKE AND TIMELY MANNER.
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 OF THE RESERVE FUNDS
FOR THE PURPOSE OF MAKING OR COMPLETING THE REQUIRED WORK; (II) TO MAKE SUCH
ADDITIONS, CHANGES AND CORRECTIONS TO THE REQUIRED WORK AS SHALL BE NECESSARY OR
DESIRABLE TO COMPLETE THE REQUIRED WORK; (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