10-25-01 4. SUBORDINATE COMBO MORTG, SECURITY AGREE,FIXTURE FINANC STATE.ASSIGN OF LEASES AND RENTS

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repair after major casualty or substantial condemnation, with respect to the portions of the Mortgaged Property damaged or condemned) operate the Mortgaged Property in the manner and for the purposes heretofore used and, at its sole cost and expense, will make or cause to be made, as and when the same shall become necessary, all structural and non-structural, exterior and interior, ordinary or extraordinary, foreseen and unforeseen repairs, renewals and replacements necessary to that end and upon being apprised of any material defect in the repair or condition of the Mortgaged Property, will repair or cure, or cause to be repaired or cured, such defect, in each case at its own expense and with due diligence. All such repairs, renewals and replacements shall be at lease substantially equal in quality to the original Improvements. 25. Alterations. Mortgagor shall give Mortgagee notice of, and a copy of any plans prepared for any alteration which is reasonably estimated to cost $150,000 (the "Alteration Threshold") (inclusive of architectural and engineering fees) or is structural. So long as no Event of Default shall have occurred and be continuing hereunder, Mortgagor shall have the right at any time and from time to time to make or cause to be made reasonable alterations of an additions to the Mortgaged Property or any part thereof, provided that any alteration or addition (i) shall not change the general character of the Mortgaged Property, or reduce the fair market value thereof below its fair market value immediately before such alteration or addition, or otherwise materially alter the overall quality of the Mortgaged Property, (ii) shall be effected with due diligence, in a good and workmanlike manner and with new, first-class materials and in compliance in all material respects with all requirements of applicable Laws, (iii) shall be promptly and fully paid for, or caused to be paid for, by Mortgagor at its sole cost and expense, and(iv) shall be made, in case the estimated cost of such alteration or addition exceeds the Alteration Threshold, (1) only after Mortgagee shall have consented in writing thereto prior to the commencement of such work and in all material respects in accordance with plans and specifications reasonably satisfactory to Mortgagee, (2) only after Mortgagor shall have furnished to Mortgagee a completion or performance bond, a letter of credit or cash deposit or other security reasonably satisfactory to Mortgagee as security for the completion of such work, and(3) if structural, only after submission of appropriate plans to Mortgagee and written approval thereof by Mortgagee (such approval not to be unreasonably withheld or delayed). for purposes of clause (iv) of this subsection, the Alteration Threshold limitation shall apply to any alteration or addition taken separately or, if such alteration or addition is made together with other alterations or additions that constitute a single construction plan or project (whether accomplished in successive stages or procedures), then taken in the aggregate as well. The cost of all such alterations and additions to the Mortgaged Property shall be paid in cash or its equivalent, so that the Mortgaged Property shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Mortgaged Property. All alterations of and additions to the Mortgaged Property shall immediately become and shall remain a part of the Mortgaged Property, and shall be subject to the lien of this Mortgage.