Common use of Existence; Compliance with Legal Requirements; Insurance Clause in Contracts

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's right to contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease, Borrower shall at all times comply and cause the Property to be in compliance with all Legal Requirements applicable to Borrower, any SPE Entity and/or the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower shall not, and shall not knowingly permit, any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section).

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply and cause the Property to be in compliance in all material respects with all Legal Requirements applicable to the Borrower, any SPE Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants where the failure to so preserve and protect would be reasonably likely to have a Material Adverse Effect, and preserve all the remainder of its property used in and necessary for the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply in all material respects and cause the Property to be comply in compliance all material respects with all Legal Requirements applicable to the Borrower, any SPE Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply in all material respects with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used in the conduct of its business and shall keep (or cause Bloomberg to keep) the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep or cause Bloomberg to keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's right to contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease, Borrower shall at all times comply and cause the Property to be in compliance with all Legal Requirements applicable to Borrower, any SPE Entity and/or the Property and the uses by Borrower permitted upon the Property. Each Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existenceexistence as a limited liability company or a corporation, as the case may be, rights, licenses, permits Permits and franchises necessary to for the conduct of its business and comply in all material respects with all Legal Requirements and Insurance Requirements applicable to it and the Propertyeach Individual Property owned by it. Borrower shall not, and shall not knowingly permit, any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants tradenames and reasonably preserve all the remainder of its property used in necessary for the continued conduct of its business and shall keep the each Individual Property owned by it in good repair, working order and repaircondition, except for reasonable wear and use, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth provided in the Security InstrumentMortgages and the Second Mortgages. Borrower shall keep the each Individual Property insured at all times times, by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth provided in this Agreement (it being agreed the Mortgages and the Second Mortgages. Notwithstanding anything contained in the Mortgages and the Second Mortgages, in each case, however, if no providers of such insurance are rated as required in the Mortgages and the Second Mortgages, the requirement for such rating shall be that rating by the Citibank Tenant's maintenance of self-insurance with respect to Rating Agencies, as confirmed by the Property Rating Agencies in accordance with Section 9.08 writing, which will not result in a downgrade, qualification or withdrawal of the Citibank Lease then current ratings of any class of the Certificates. Upon Borrower's receipt of notice designating Servicer, Borrower shall not be deemed cause all certificates of liability insurance to be a breach of this Section)revised to include Servicer as an additional insured as its interest may appear.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply in all material respects and cause the Property to be in compliance in all material respects with all Legal Requirements applicable to the Borrower, any SPE Entity and/or Member and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used in the conduct of its business as currently conducted and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's right to contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease, Borrower shall at all times comply and cause the Property to be in compliance with all Legal Requirements applicable to Borrower, any SPE Entity and/or the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary and/or cause Mortgage Borrower and Senior Mezzanine Borrower, Maryland Owner to comply with all Legal Requirements applicable to it Borrower, Mortgage Borrower, Maryland Owner, the Collateral and/or the Properties (and the PropertyImprovements thereon and the use thereof), including, without limitation, building and zoning ordinances and codes. Borrower shall not, and There shall not knowingly permitbe committed by Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Maryland Owner or any other Person in occupancy of or involved with the operation or use of the Property to commitany Individual Property, any act or omission affording the federal government or any state or local government the right of forfeiture as against the any Individual Property or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to permit or cause Senior Mezzanine Borrower, Mortgage Borrower or Maryland Owner to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times cause Senior Mezzanine Borrower, Mortgage Borrower and Maryland Owner to maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used or useful in the conduct of its business and shall keep keep, or cause Mortgage Borrower and Maryland Owner to keep, the Property Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth thereto in accordance with the Security InstrumentLoan Documents and the Mortgage Loan Documents. Borrower shall keep keep, or cause Mortgage Borrower and Maryland Owner to keep, the Property Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth provided in this Agreement (it being agreed and the Mortgage Loan Agreements. Borrower shall cause Mortgage Borrower and Maryland Owner to operate, or cause the applicable Tenant to operate, each Individual Property that is the Citibank Tenant's maintenance subject of self-insurance with respect to the Property an O&M Agreement in accordance with Section 9.08 the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest, or permit Senior Mezzanine Borrower, Mortgage Borrower and Maryland Owner to contest, by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Mortgage Borrower, Maryland Owner or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Mortgage Borrower or Maryland Owner, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ii) no Individual Property nor any part thereof or interest therein (including the Collateral) will be in danger of being sold, forfeited, terminated, cancelled or lost; (iii) Borrower shall, and cause Mortgage Borrower and Maryland Owner to promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (iv) such proceeding shall suspend the enforcement of the Citibank Lease contested Legal Requirement against Borrower, Mortgage Borrower, Maryland Owner, Senior Mezzanine Borrower, the Collateral, Senior Mezzanine Collateral or any Individual Property; and (v) Borrower shall not furnish such security as may be deemed required in the proceeding, or as may be requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property or the Collateral (or any part thereof or interest therein) shall be a breach in danger of this Section)being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's right to contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease, Borrower shall at all times comply and cause the Property to be in compliance with all Legal Requirements applicable to Borrower, any SPE Entity and/or the Property and the uses by Borrower permitted upon the Property. The Borrower shall do or cause to be done all things reasonably necessary to (i) preserve, renew and keep in full force and effect (a) its existenceexistence as a Delaware limited liability company and (b) all rights and Permits necessary or desirable for the conduct of its business as a First Class Mall (it being agreed, rightshowever, licensesthat the foregoing shall not be construed to prohibit Borrower from changing any trade name, permits trademark, service xxxx or other intellectual property (so long as no Event of Default shall exist and franchises necessary to Borrower shall maintain, preserve and protect such trade name, trade xxxx, service xxxx or other intellectual property, as applicable, as so changed)) and (ii) comply with all Legal Requirements and Insurance Requirements applicable to it and or the Trust Property. Borrower shall not, and shall not knowingly permit, any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. The Borrower shall at all times maintain, preserve and protect all franchises franchises, trade names, trademarks, service marks and trade names not owned by Tenants other intellectual property, if any, and reasonably preserve all the remainder of its property used in property, necessary for the continued conduct of its business (it being agreed, however, that the foregoing shall not be construed to prohibit Borrower from changing any trade name, trademark, service xxxx or other intellectual property (so long as no Event of Default shall exist and Borrower shall maintain, preserve and protect such trade name, trade xxxx, service xxxx or other intellectual property, as applicable, as so changed)) and keep the Trust Property in good repair, working order and repaircondition, except for reasonable wear and use and damage caused by a casualty or taking with respect to which the Borrower is effectuating a Restoration (or is causing a Restoration to be effectuated), or is not required to effectuate, or to cause to be effectuated, a Restoration, as applicable, in each case, in accordance with the provisions of the Loan Documents and from time to time the Borrower shall make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments renewals and improvements thereto, all as more fully set forth in replacements thereto necessary so to maintain the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Trust Property.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply and cause the Property to be in compliance in all material respects with all Legal Requirements applicable to the Borrower, any SPE Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Mortgage Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank LeaseMortgage Loan Agreement, Borrower shall at all times comply and cause Mortgage Borrower and the Property to be in compliance in all material respects with all Legal Requirements applicable to Borrower and/or Mortgage Borrower, as applicable, any SPE Component Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, material rights, licenses, permits and material franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit Mortgage Borrower or any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property Property, the Collateral, or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect (and shall cause Mortgage Borrower to at all time maintain, preserve and protect) all franchises and trade names not owned by Tenants where the failure to so preserve and protect would be reasonably likely to have a Material Adverse Effect, and preserve all the remainder of its property used in and necessary for the conduct of its business and shall keep the Property (or cause Mortgage Borrower to keep the Property) in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all thereto as more fully set forth in required by the Security InstrumentMortgage Loan Agreement. Borrower shall keep or cause Mortgage Borrower to keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that and the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Mortgage Loan Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply and cause the Property to be in compliance in all material respects with all Legal Requirements applicable to the Borrower, any SPE Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease10.3, Borrower shall at all times comply, and cause each PropCo Subsidiary to comply and cause the each Borrowing Base Property to be in compliance in all material respects, with all Legal Requirements applicable to Borrower, any SPE Entity and/or the Property thereto and the uses by Borrower permitted upon the each Borrowing Base Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its each Credit Party’s existence, rights, licenses, permits and franchises necessary to comply with all Legal Requirements applicable to it and the each Borrowing Base Property. Borrower There shall notnever be committed by any Credit Party, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the any Borrowing Base Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the any Borrowing Base Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan DocumentsObligations. Borrower hereby covenants and agrees not to that neither it nor any other Credit Party will commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants of the Credit Parties where the failure to so preserve and protect would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, and preserve all the remainder of its the property of the Credit Parties used in and necessary for the conduct of its their business and shall keep the each Borrowing Base Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall, or shall cause the PropCo Subsidiaries to, keep the each Borrowing Base Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's Each of Borrower and Citibank's right to contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease, Borrower shall at all times comply and cause the Property to be in compliance with all Legal Requirements applicable to Borrower, any SPE Entity and/or the Property and the uses by Borrower permitted upon the Property. Borrower Maryland Owner shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to and comply with all Legal Requirements applicable to it Borrower, Maryland Owner and/or the Properties (and the PropertyImprovements thereon and the use thereof), including, without limitation, building and zoning ordinances and codes. Borrower shall not, and There shall not knowingly permitbe committed by Borrower, Maryland Owner or any other Person in occupancy of or involved with the operation or use of the Property to commitany Individual Property, any act or omission affording the federal government or any state or local government the right of forfeiture as against the any Individual Property or any part thereof or any monies paid in performance of each of Borrower's ’s or Maryland Owner’s obligations under any of the Loan Documents. Each of Borrower and Maryland Owner hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Each of Borrower and Maryland Owner shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Property Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth thereto in accordance with the Security InstrumentLoan Documents. Each of Borrower and Maryland Owner shall keep the Property Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth provided in this Agreement. Each of Borrower and Maryland Owner shall operate, or cause the applicable Tenant to operate, each Individual Property that is the subject of an O&M Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 the terms and provisions thereof in all material respects. After prior written notice to Lender, each of Borrower or Maryland Owner, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Maryland Owner or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower or Maryland Owner, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (ii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iii) Borrower or Maryland Owner, as applicable, shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (iv) such proceeding shall suspend the enforcement of the Citibank Lease contested Legal Requirement against Borrower, Maryland Owner or any Individual Property; and (v) Borrower or Maryland Owner, as applicable, shall not furnish such security as may be deemed required in the proceeding, or as may be requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property (or any part thereof or interest therein) shall be a breach in danger of this Section)being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply and cause the Property to be in compliance in all material respects with all Legal Requirements applicable to the Borrower, any SPE Component Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, material rights, licenses, permits and material franchises necessary to comply with all Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants where the failure to so preserve and protect would be reasonably likely to have an Material Adverse Effect, and preserve all the remainder of its property used in and necessary for the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.

Existence; Compliance with Legal Requirements; Insurance. Subject to Borrower's and Citibank's ’s right to of contest pursuant to Section 7.3 and subject to Section 8.03 of the Citibank Lease7.3, Borrower shall at all times comply and cause the Property to be in material compliance with all Legal Requirements applicable to the Borrower, any SPE Entity and/or and the Property and the uses by Borrower permitted upon the Property. Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary to comply with all material Legal Requirements applicable to it and the Property. Borrower There shall notnever be committed by Borrower, and Borrower shall not knowingly permit, permit any other Person in occupancy of or involved with the operation or use of the Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture as against Borrower’s interest in the Property or any part thereof or any monies paid in performance of Borrower's ’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names not owned by Tenants and reasonably preserve all the remainder of its property used in the conduct of its business and shall keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully set forth in the Security Instrument. Borrower shall keep the Property insured at all times to such extent and against such risks, and maintain liability and such other insurance, as is more fully set forth in this Agreement (it being agreed that the Citibank Tenant's maintenance of self-insurance with respect to the Property in accordance with Section 9.08 of the Citibank Lease shall not be deemed to be a breach of this Section)Agreement.