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<br />maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall be issued by a
<br />Person reasonably satisfactory to Lender, shall, if permitted pursuant to Legal Requirements, at Lender's option,
<br />name Lender as payee or mortgagee thereunder or be fully assignable to Lender and shall, in all respects, comply
<br />with applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon
<br />request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the
<br />foregoing. Following the occurrence and during the continuance of any Event of Default, Borrower shall, upon
<br />Lender's request, if permitted by applicable Legal Requirements, turn over the security deposits (and any interest
<br />thereon) to Lender to be held by Lender in accordance with the terms of the Leases and all Legal Requirements.
<br />(d) Lender shall, upon request of Borrower, enter into a subordination, nondisturbance and attornment
<br />agreement ( "SNDA ") with respect to each proposed tenant entering into a Lease in compliance with the
<br />requirements of this Security Instrument; provided, that such Lease is (i) for at least 5,000 square feet of space of the
<br />Premises, (ii) with a tenant reasonably approved by Lender in writing prior to Borrower's execution of any such
<br />Lease and (iii) on the standard form of Lease previously approved in writing by Lender. Any SNDA executed by
<br />Lender shall be on Lender's then standard form and provide that in the event Lender or any purchaser at foreclosure
<br />shall succeed to Borrower's interest in the Property, the Leases of such tenants will remain in full force and effect
<br />and be binding upon Lender or such purchaser and such tenant as though each were original parties thereto.
<br />(e) Borrower covenants and agrees with Lender that (i) the Property will be managed at all times by
<br />Borrower or Manager pursuant to a management agreement to be approved by Lender (the "Management
<br />A -greement "), (ii) after Borrower has knowledge of a fifty percent (50 %) or more change in control of the ownership
<br />of Manager, Borrower will promptly give Lender notice thereof (a "Manager Control Notice ") and (iii) the
<br />Management Agreement may be terminated by Lender at any time for cause (including, but not limited to,
<br />Manager's gross negligence, misappropriation of funds, willful misconduct or fraud) or at any time following (A)
<br />the occurrence of an Event of Default, or (B) the receipt of a Manager Control Notice or (C) the date upon which the
<br />trailing twelve (12) month Aggregate Debt Service Coverage is equal to or less than 1.10:1.00, and a substitute
<br />managing agent shall be appointed by Borrower, subject to Lender's prior written approval, which may be given or
<br />withheld in Lender's sole discretion and which may be conditioned on, inter alia, a letter from the Rating Agency
<br />confirming that any rating issued by the Rating Agency in connection with a Securitization will not, as a result of the
<br />proposed change of Manager, be downgraded from the then current ratings thereof, qualified or withdrawn.
<br />Borrower may from time to time appoint a successor manager to manage the Property with Lender's prior written
<br />consent which consent shall not be unreasonably withheld or delayed, provided that any such successor manager
<br />shall be a reputable management company which meets the Approved Manager Standard and each Rating Agency
<br />shall have confirmed in writing that any rating issued by the Rating Agency in connection with a Securitization will
<br />not, as a result of the proposed change of Manager, be downgraded from the then current ratings thereof, qualified or
<br />withdrawn. Borrower further covenants and agrees that Borrower shall require Manager (or any successor
<br />managers) to maintain at all times during the term of the Loan worker's compensation insurance as required by
<br />Governmental Authorities. Lender acknowledges that, as of the Closing Date, the Property is self - managed by
<br />Borrower.
<br />ARTICLE VIII: MAIN'T'ENANCE AND REPAIR
<br />Section 8.01. Maintenance and Repair of the Pro e • Alterations- Replacement of Equipment. Borrower
<br />hereby covenants and agrees:
<br />(a) Borrower shall not (i) desert or abandon the Property, (ii) change the use of the Property or cause
<br />or permit the use or occupancy of any part of the Property to be discontinued if such discontinuance or use change
<br />would violate any zoning or other law, ordinance or regulation; (iii) consent to or seek any lowering of the zoning
<br />classification, or greater zoning restriction affecting the Property; or (iv) take any steps whatsoever to convert the
<br />Property, or any portion thereof, to a condominium or cooperative form of ownership.
<br />(b) Borrower shall, at its expense, (i) take good care of the Property including grounds generally, and
<br />utility systems and sidewalks, roads, alleys, and curbs therein, and shall keep the same in good, safe and insurable
<br />condition and in compliance with all applicable Legal Requirements, (ii) promptly make all repairs to the Property,
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