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200507874
<br />above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary,
<br />unforeseen and foreseen, and maintain the Property in a manner appropriate for the facility and (iii) not commit or
<br />suffer to be committed any waste of the Property or do or suffer to be done anything which will increase the risk of
<br />fire or other hazard to the Property or impair the value thereof. Borrower shall keep the sidewalks, vaults, gutters
<br />and curbs comprising, or adjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. All
<br />repairs made by Borrower shall be made with first -class materials, in a good and workmanlike manner, shall be
<br />equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and
<br />Insurance Requirements. To the extent any of the above obligations are obligations of tenants under Space Leases
<br />or Pad Owners or other Persons under Property Agreements, Borrower may fulfill its obligations hereunder by
<br />causing such tenants, Pad Owners or other Persons, as the case may be, to perform their obligations thereunder. As
<br />used herein, the terms "repair" and "repairs" shall be deemed to include all necessary replacements.
<br />(c) Borrower shall not demolish, remove, construct, or, except as otherwise expressly provided herein,
<br />restore, or alter the Property or any portion thereof; nor consent to or permit any such demolition, removal,
<br />construction, restoration, addition or alteration which would diminish the value of the Property without Lender's
<br />prior written consent in each instance, which consent shall not be unreasonably withheld or delayed; provided,
<br />however, Borrower may make structural or exterior alterations to the Improvements or interior alterations of a non -
<br />structural type without Lender's prior written consent provided that (i) the aggregate cost of such alterations does
<br />not exceed $100,000.00 or (ii) in the event that such alterations are required due to an emergency situation and
<br />Borrower determines, in its commercially reasonable discretion and subject to the Approved Manager Standard that
<br />obtaining such consent from Lender is not practical under the circumstances (provided, however that Borrower shall
<br />use its best efforts to provide notice to Lender of such alterations within five (5) Business Days of such emergency
<br />condition commencing at the Property).
<br />(d) Borrower represents and warrants to Lender that (i) there are no fixtures, machinery, apparatus,
<br />tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with
<br />the management, operation or maintenance of the Property, except for the Equipment and Fixtures, equipment
<br />leased by Borrower for the management, operation or maintenance of the Property in accordance with the Loan
<br />Documents and the U -Haul rental fleet of trucks, vans and wagons; (ii) the Equipment and the leased equipment
<br />constitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personal property necessary to
<br />the proper operation and maintenance of the Property; and (iii) all of the Equipment is free and clear of all liens,
<br />except for the lien of this Security Instrument and the Permitted Encumbrances. All right, title and interest of
<br />Borrower in and to all extensions, improvements, betterments, renewals and appurtenances to the Property hereafter
<br />acquired by, or released to, Borrower or constructed, assembled or placed by Borrower in the Property, and all
<br />changes and substitutions of the security constituted thereby, shall be and, in each such case, without any further
<br />mortgage, encumbrance, conveyance, assignment or other act by Lender or Borrower, shall become subject to the
<br />lien and security interest of this Security Instrument as fully and completely, and with the same effect, as though
<br />now owned by Borrower and specifically described in this Security Instrument, but at any and all times Borrower
<br />shall execute and deliver to Lender any documents Lender may reasonably deem necessary or appropriate for the
<br />purpose of specifically subjecting the same to the lien and security interest of this Security Instrument.
<br />(e) Notwithstanding the provisions of this Security Instrument to the contrary, Borrower shall have
<br />the right, at any time and from time to time, to remove and dispose of Equipment which may have become obsolete
<br />or unfit for use or which is no longer useful in the management, operation or maintenance of the Property. Borrower
<br />shall promptly replace any such Equipment so disposed of or removed with other Equipment of equal value and
<br />utility, free of any security interest or superior title, liens or claims; except that, if by reason of technological or other
<br />developments, replacement of the Equipment so removed or disposed of is not necessary or desirable for the proper
<br />management, operation or maintenance of the Property, Borrower shall not be required to replace the same. All
<br />such replacements or additional equipment shall be deemed to constitute "Equipment" and shall be covered by the
<br />security interest herein granted.
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