THAT A PRUDENT OWNER OF A SIMILAR
PROPERTY TO THE MORTGAGED PROPERTY WOULD ENFORCE SUCH TERMS COVENANTS AND
CONDITIONS OR EFFECT SUCH TERMINATION OR DIMINUTION IN THE ORDINARY COURSE OF
BUSINESS;
(D)
EXCEPT AS OTHERWISE SET FORTH IN THE MONTHLY STATEMENT SUBMITTED TO
LENDER, SHALL NOT COLLECT ANY OF THE RENTS MORE THAN ONE (1) MONTH IN ADVANCE;
AND
82
(E)
SHALL NOT CONVEY OR TRANSFER OR SUFFER OR PERMIT A CONVEYANCE OR
TRANSFER OF THE MORTGAGED PROPERTY OR OF ANY INTEREST THEREIN SO AS TO EFFECT A
MERGER OF THE ESTATES AND RIGHTS OF, OR A TERMINATION OR DIMINUTION OF THE
OBLIGATIONS OF, LESSEES THEREUNDER.
(III) BORROWER SHALL DEPOSIT SECURITY DEPOSITS OF LESSEES WHICH ARE TURNED OVER
TO OR FOR THE BENEFIT OF BORROWER OR OTHERWISE COLLECTED BY OR ON BEHALF OF
BORROWER, INTO THE SECURITY DEPOSIT ACCOUNT AND SHALL NOT COMMINGLE SUCH FUNDS
WITH ANY OTHER FUNDS OF BORROWER.
ANY BOND OR OTHER INSTRUMENT WHICH BORROWER
IS PERMITTED TO HOLD IN LIEU OF CASH SECURITY DEPOSITS UNDER ANY APPLICABLE
LEGAL REQUIREMENTS SHALL BE MAINTAINED IN FULL FORCE AND EFFECT UNLESS REPLACED
BY CASH DEPOSITS AS HEREINABOVE DESCRIBED, SHALL, IF PERMITTED PURSUANT TO LEGAL
REQUIREMENTS, NAME LENDER AS PAYEE OR MORTGAGEE THEREUNDER (OR AT LENDER'S
OPTION, BE FULLY ASSIGNABLE TO LENDER) AND SHALL, IN ALL RESPECTS, COMPLY WITH
ANY APPLICABLE LEGAL REQUIREMENTS AND OTHERWISE BE REASONABLY SATISFACTORY TO
LENDER.
BORROWER SHALL, UPON REQUEST, PROVIDE LENDER WITH EVIDENCE REASONABLY
SATISFACTORY TO LENDER OF BORROWER'S COMPLIANCE WITH THE FOREGOING.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, BORROWER SHALL,
UPON LENDER'S REQUEST, IF PERMITTED BY ANY APPLICABLE LEGAL REQUIREMENTS, TURN
OVER TO LENDER THE SECURITY DEPOSITS (AND ANY INTEREST THERETOFORE EARNED
THEREON) WITH RESPECT TO ALL OR ANY PORTION OF THE MORTGAGED PROPERTY, TO BE
HELD BY LENDER SUBJECT TO THE TERMS OF THE LEASES.
(AA)
MAINTENANCE OF MORTGAGED PROPERTY.
BORROWER SHALL CAUSE THE
MORTGAGED PROPERTY TO BE MAINTAINED IN A GOOD AND SAFE CONDITION AND REPAIR,
SUBJECT TO WEAR AND TEAR AND DAMAGE CAUSED BY CASUALTY OR CONDEMNATION.
THE
IMPROVEMENTS AND THE EQUIPMENT SHALL NOT BE REMOVED, DEMOLISHED OR ALTERED
(EXCEPT FOR (1) NORMAL REPLACEMENT OF THE EQUIPMENT, (2) IMPROVEMENTS
CONTEMPLATED IN AN APPROVED OPERATING BUDGET OR PURSUANT TO LEASES IN EFFECT
FROM TIME TO TIME, (3) REMOVALS, DEMOLITION OR ALTERATIONS THAT DO NOT COST MORE
THAN 1% OF THE PRINCIPAL INDEBTEDNESS OR (4) AN EMERGENCY WHICH THE BORROWER
SHALL HAVE NOTIFIED THE LENDER OF IN WRITING, INCLUDING THE ACTION TAKEN TO
REMEDIATE) WITHOUT THE CONSENT OF LENDER WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
EXCEPT WITH RESPECT TO AN INSURED CASUALTY WHICH SHALL BE
GOVERNED BY THE TERMS AND CONDITIONS PROVIDED HEREIN, BORROWER SHALL, OR SHALL
CAUSE ANY TENANTS OBLIGATED UNDER THEIR RESPECTIVE LEASES TO, PROMPTLY REPAIR,
REPLACE OR REBUILD ANY PART OF THE MORTGAGED PROPERTY THAT BECOMES DAMAGED, WORN
OR DILAPIDATED.
BORROWER SHALL COMPLETE AND PAY FOR ANY STRUCTURE AT ANY TIME
IN THE PROCESS OF CONSTRUCTION OR REPAIR ON THE