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200804831 Agreement. Borrower shall constantly maintain and shall not diminish in any respect nor materially alter the Property during the term of this Deed of Trust except as contemplated by the Plans (as defined in the Reimbursement Agreement), except as required by law or municipal ordinance or as otherwise permitted in the Loan Documents, without the prior written consent of Bank. Borrower will promptly repair, restore, replace, or rebuild any part of the Property or the Collateral which may be affected by any casualty or any public or private taking or injury to the Property or the Collateral. Any repair, restoration, replacement, or rebuilding shall be consistent with all applicable laws and regulations and the Reimbursement Agreement. All costs and expenses arising out of the foregoing shall be paid by Borrower whether or not the proceeds of any insurance or eminent domain shall be sufficient therefor. Borrower will in all material respects comply with all statutes, ordinances, and other governmental or quasi-governmental requirements and private covenants relating to the ownership, construction, use, or operation of the Property and the Collateral, including but not limited to any environmental or ecological requirements, legislation or regulations with respect to the Americans with Disabilities Act of 1990, 47 V.S.C. Section 12101 et seQ.; provided, that so long as Borrower is not otherwise in default hereunder, Borrower may, upon providing Bank with security reasonably satisfactory to Bank, proceed diligently and in good faith to contest the validity or applicability of any such statute, ordinance, or requirement. Bank and any person authorized by Bank may enter and inspect the Property at all reasonable times, and may inspect the Collateral, wherever located, at all reasonable times. 4.7 Performance of Lease Obligations. Borrower will perform promptly all of Borrower's obligations under or in connection with each present and future lease of all or any part of the Property (collectively called the "Leases"). 4.8 Management. The Borrower will provide and maintain good and efficient management of the Property satisfactory to Bank. Borrower shall obtain Bank's advance written approval of any management provided, and of any contract therefor or assignment thereof, which written approval shall not be unreasonably withheld. Bank hereby consents to Borrower's engagement of Pedcor Management Corp. as manager of the Property; provided that such manager executes and delivers to Bank a subordination of the applicable management agreement in form and content reasonably acceptable to Bank. Condemnation. Borrower hereby assigns, transfers and sets over unto Bank the entire proceeds of any award or any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation. Bank may elect, in its discretion, to apply the proceeds of the award upon or in reduction of the Secured Obligations, whether due or not. 4.9 Mechanics' Liens. Borrower will keep the Property free and clear of all liens and claims of liens by contractors, subcontractors, mechanics, laborers, materialmen, and other such persons in the manner provided in the Reimbursement Agreement. 4.10 Defense of Actions. Borrower will defend, at Borrower's expense, any action, proceeding or claim which affects any Property encumbered hereby or any interest of Bank in such Property or in the Secured Obligations, and will indemnifY and hold Bank harmless from all loss, damage, cost, or expense, including reasonable attorneys' fees, which Bank may incur in connection therewith except to the extent such loss is caused by Bank's gross negligence. 1 03209-6061 7-957802v5 10 us Bank I Rivemend Apartments Phase I Deed of Tmst