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

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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 shall not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall keep the Properties 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 provided in the Security Instrument. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that provided, that: (ia) no Default or Event of Default has occurred and remains uncuredis continuing; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits permits, authorizations, and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, includingincluding all regulations, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties Property in good working order and repairrepair and in a safe condition, 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to operate any Individual Property that is the subject Lender of the O&M Agreement in accordance receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with the terms and provisions thereof in all material respectsLegal Requirements. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Borrower, Principals, and each Guarantor and their Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to ensure compliance with such laws and with the representation and warranty contained herein.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Individual Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Propertiesits Individual Property, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower any Individual Borrower, and its Individual Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, any Individual Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any such Individual Property or any part thereof or any monies paid in performance of each Individual Borrower’s obligations under any of the Loan Documents. Each Individual Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Individual Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties its Individual 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 provided in the Loan Documents. Each Individual Borrower shall cause Mortgage Borrower to keep the Properties its Individual Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral each Individual Borrower or any each Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage such Individual Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iviii) such Individual Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (viv) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any such Individual Borrower or such Individual Property; and (viv) such Individual Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any such Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and (a) Pledgor shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises franchises, and comply comply, or cause Mortgage Borrower to comply, in all material respects, with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrowerit, the Collateral, the Senior Mezzanine Collateral, Operating Company Collateral and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower Pledgor, and Borrower Pledgor shall use its best efforts to not permit (or Pledgor shall cause Mortgage Borrower or Senior Mezzanine Borrower to permit use its best efforts to not permit) any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit Properties from committing any act or omission affording the federal government or any state State or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of BorrowerPledgor’s obligations under any of the Loan Documents. Borrower Pledgor hereby covenants and agrees not to commit, commit and Pledgor shall cause Mortgage Borrower not to commit and Pledgor shall use its best efforts to not permit or suffer to exist (or Pledgor shall cause Mortgage Borrower to use its best efforts to not permit or suffer to exist) any act or omission affording such right of forfeiture. Borrower shall, and Pledgor shall at all times cause Mortgage Borrower toto keep, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower Pledgor shall keep, or shall cause Mortgage Borrower to keep keep, the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower Pledgor shall cause Mortgage Borrower to operate any Individual Property that is the subject of the any O&M Agreement Program in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the PropertiesProperties (and the use thereof), including, without limitation, Prescribed Lawsbuilding and zoning ordinances and codes and certificates of occupancy. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateralagainst, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or nor any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its and First Mortgage Borrower’s existence, rights, licenses, permits Permits and franchises necessary for the conduct of their respective businesses and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Lawsit. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause First Mortgage Borrower to, to at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its and First Mortgage Borrower’s property used or useful in necessary for the continued conduct of its business and shall keep the Properties in good working order and repairFirst Mortgage Borrower’s business. Borrower shall cause covenants and agrees to give the Lender prompt notice of any non-compliance with such Legal Requirements and of any notice of non-compliance therewith which it or First Mortgage Borrower receives or any threatened or pending proceedings in respect thereto or with respect to keep the Properties insured Mortgaged Property (including, without limitation, changes in zoning) of which First Mortgage Borrower or Borrower receives notice. If at any time while the Loan is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Borrower may fulfill any of its obligations hereunder, Borrower will immediately take or cause to be taken all times as (steps necessary to obtain such authorization, consent, approval, permit or license and in furnish the amounts) provided elsewhere in this AgreementLender with evidence thereof. Notwithstanding the foregoing, Borrower shall cause Mortgage Borrower have the right to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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 subject to Borrowerthe terms and conditions of the First Mortgage Loan Documents so long as First Mortgage Borrower is in good faith, Senior Mezzanine Borrowerand by proper legal proceedings, Mortgage Borrower, diligently contesting the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirementapplication thereof, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under exist and be conducted in accordance with continuing hereunder, and Borrower provides evidence to the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Lender that First Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance otherwise fully complying with all Legal Requirements; (iii) none each of the Collateral, conditions set forth in the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) First Mortgage Loan Documents applicable to such contest. Borrower shall promptly upon receipt notify the Lender of a finalthe commencement of any contest or similar proceeding hereunder. Notwithstanding the foregoing, non-appealable determination thereof Borrower shall cause First Mortgage Borrower promptly to comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such contested Legal Requirement; (v) , and compliance therewith shall not be deferred, if First Mortgage Borrower or the First Mortgage Lender may be subject to civil or criminal charges or damages a result thereof. If such action or proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, is terminated or discontinued adversely to First Mortgage Borrower, then, Borrower shall, upon written demand, deliver to the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Lender reasonable evidence of compliance by First Mortgage Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such contested 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iviii) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (viv) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (viv) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual the Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof of the O&M Agreement in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor or innkeeper’s licenses. There shall never be committed by Borrower hereby covenants and Borrower shall agrees not to commit, permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit suffer any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties Property in good working order and repair. Borrower shall , and from time to time make, or cause Mortgage Borrower to keep the Properties insured at be made, all times reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as (and more fully provided in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respectsLoan Documents. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits permits, authorizations, and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, includingincluding all regulations, without limitationbuilding and zoning codes and certificates of occupancy. Borrower has never, Prescribed Laws. There and shall never be committed by Borrower not in the future, commit, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower exercise commercially reasonable efforts to permit any ensure that no other Person in occupancy of or involved with the operation or use of the PropertiesProperty shall commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties each Individual 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the Properties each Individual Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower give prompt notice to operate any Individual Property that is the subject Lender of the O&M Agreement in accordance receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements if such violation would reasonably be expected to have a material adverse effect on Borrower or any of the terms and provisions thereof in all material respectsProperty. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any applicable Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower the Property to keep the Properties be insured at all times by financially sound and reputable insurers, to such extent and against such risks, and cause to be maintained liability and such other insurance, as (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its and Senior Mezzanine Borrower’s and First Mortgage Borrower’s existence, rights, licenses, permits Permits and franchises necessary for the conduct of their respective businesses and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Lawsit. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or and shall cause Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause First Mortgage Borrower to, to at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its its, Senior Mezzanine Borrower’s and First Mortgage Borrower’s property used or useful in necessary for the continued conduct of its business its, Senior Mezzanine Borrower’s and shall keep the Properties in good working order and repairFirst Mortgage Borrower’s business. Borrower shall cause covenants and agrees to give the Lender prompt notice of any non-compliance with such Legal Requirements and of any notice of non-compliance therewith which it, Senior Mezzanine Borrower or First Mortgage Borrower receives or any threatened or pending proceedings in respect thereto or with respect to keep the Properties insured Mortgaged Property (including, without limitation, changes in zoning) of which First Mortgage Borrower, Senior Mezzanine Borrower or Borrower receives notice. If at any time while the Loan is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Borrower may fulfill any of its obligations hereunder, Borrower will immediately take or cause to be taken all times as (steps necessary to obtain such authorization, consent, approval, permit or license and in furnish the amounts) provided elsewhere in this AgreementLender with evidence thereof. Notwithstanding the foregoing, Borrower shall cause Mortgage Borrower have the right to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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 subject to Borrowerthe terms and conditions of the First Mortgage Loan Documents so long as First Mortgage Borrower is in good faith, Senior Mezzanine Borrowerand by proper legal proceedings, Mortgage Borrower, diligently contesting the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirementapplication thereof, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under exist and be conducted in accordance with continuing hereunder, and Borrower provides evidence to the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Lender that First Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance otherwise fully complying with all Legal Requirements; (iii) none each of the Collateral, conditions set forth in the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) First Mortgage Loan Documents applicable to such contest. Borrower shall promptly upon receipt notify the Lender of a finalthe commencement of any contest or similar proceeding hereunder. Notwithstanding the foregoing, non-appealable determination thereof Borrower shall cause First Mortgage Borrower promptly to comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such contested Legal Requirement; (v) , and compliance therewith shall not be deferred, if First Mortgage Borrower or the First Mortgage Lender may be subject to civil or criminal charges or damages a result thereof. If such action or proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, is terminated or discontinued adversely to First Mortgage Borrower, then, Borrower shall, upon written demand, deliver to the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Lender reasonable evidence of compliance by First Mortgage Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such contested 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and each of the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Propertiesany Property to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual such 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 shall not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall keep each of the 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 provided in the Security Instruments. Borrower shall cause Mortgage Borrower to keep each of the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that provided, that: (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or neither any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, the Senior Mezzanine Collateral and any Individual Propertyapplicable Property or Properties; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company such Borrower and the PropertiesProperty or Properties owned by such Borrower, including, without limitation, Prescribed Lawsbuilding and zoning ordinances and codes. There shall never be committed by Borrower any Borrower, and no Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Propertiesany Property to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall keep the Property or Properties owned by such Borrower 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 provided in the applicable Mortgage. Each Borrower shall cause Mortgage the Property or Properties owned by such Borrower to keep the Properties be insured at all times by financially sound and reputable insurers, to such extent and against such risks, and cause to be maintained liability and such other insurance, as (and in the amounts) is more fully provided elsewhere in this Agreement. Each Borrower shall cause Mortgage the Property or Properties owned by such Borrower to operate any Individual Property that is the subject of the O&M Agreement be operated in accordance with the terms and provisions thereof of any O&M Agreement applicable to such Property in all material respects. After prior notice to Lender, each Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, such Borrower or the Collateral, the Senior Mezzanine Collateral Property or any Individual Property Properties owned by such Borrower or any alleged violation of any Legal Requirement, provided that provided, that: (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of neither the Collateral, the Senior Mezzanine Collateral Property or any Individual Property Properties owned by such Borrower nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Property or Properties owned by such Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing provisions of this Section 5.1.1, to the extent the Lease with a tenant remains in effect and such tenant remains liable for the obligations under its Lease, such tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.1.1, the provisions set forth in such Lease shall govern and control, provided that if such tenant loses such contest, or if as a result of any legal proceeding or enforcement action by a Governmental Authority in respect of such foregoing provisions, title to any Property is in imminent risk of being transferred, Borrower shall be responsible for any sums ultimately owed to any Governmental Authority (including any penalty payments, interests charges or other similar sums owed to such Governmental Authority) or complying with the foregoing provisions of this Section 5.1.1.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateralit, Operating Company Lessee and the PropertiesProperty except where the failure to comply with such Legal Requirements is not reasonably likely to have a material adverse effect with respect to the Property or Borrower; provided, includinghowever, without limitation, Prescribed LawsBorrower’s obligation to comply with Legal Requirements shall be suspended for so long as Borrower contests the applicability or violation of such Legal Requirements pursuant to Section 5.1.1 hereof. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect or cause to be maintained, preserved and protected, all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep maintain or cause to be maintained the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property, or cause the Property to be kept, 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Operating Lessee or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred (other than the violation of the Legal Requirement then being contested) and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, final non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Lessee or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. INSURANCE. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage commit, nor shall Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all its franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall operate, or cause Mortgage Borrower the tenant to operate operate, any Individual Property that is the subject of the an O&M Agreement (if any) in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) intentionally omitted; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of the Collateral, the Senior Mezzanine Collateral Property or any Individual Property nor any material part thereof or interest therein will not be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Unless approved, consented to or waived in writing by Administrative Agent, Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the PropertiesProperties (and the use thereof), including, without limitation, Prescribed Lawsbuilding and zoning ordinances and codes and certificates of occupancy. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Unless approved, consented to or waived in writing by Administrative Agent, Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to LenderAdministrative Agent, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderAdministrative Agent, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender Administrative Agent may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of LenderAdministrative Agent, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that that: (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and thereunder; (d) such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiie) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (ivf) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vg) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vih) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply comply, or cause Mortgage Borrowers to comply, in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine such Borrower, Mortgage BorrowerBorrowers, the Collateral, the Senior Mezzanine Collateral, Operating Company and Properties or the PropertiesIP, including, without limitation, Prescribed Laws. There shall never be committed by any Borrower, and no Borrower and Borrower shall, nor shall not permit cause Mortgage Borrower or Senior Mezzanine Borrower to Borrowers to, knowingly permit any other Person in occupancy of or involved with the operation or use of any of the PropertiesProperties to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, Collateral and/or any Individual Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents or paid in performance of Mortgage Borrowers’ obligations under any of the Mortgage Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower Borrowers to, at all times maintain, preserve and protect in all material respects all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the conduct of its business as contemplated hereunder, and, subject to Mortgage Borrowers’ right to demolish the Improvements on the Adjacent Property subject to, and in accordance with, the provisions of Section 3.18 of the Mortgage Loan Agreement, shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgage. Borrower Borrowers shall cause Mortgage Borrower Borrowers to keep the 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 (and is more fully provided in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower Borrowers shall cause Mortgage Borrower Borrowers to operate any Individual Property that is the subject of the O&M Agreement Properties in accordance with the terms and provisions thereof of the O&M Agreements in all material respects. After prior notice to Lender, any Borrower, at its own expense, may contest (contest, or may cause Mortgage Borrower Borrowers 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, Senior Mezzanine Borrower, Mortgage Borrowerany Loan Party, the Collateral, the Senior Mezzanine Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default, Mortgage Event of Default or any Mezzanine Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower such Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of neither any Property nor the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall, and shall cause Mortgage Borrowers to, promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrowersuch Loan Party, the Collateral, the Senior Mezzanine Collateral and or any Individual Property; and (vif) such Borrower shall furnish furnish, or shall cause Mortgage Borrowers to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and cause Mortgage Borrower to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Collateral and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property or the Collateral to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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 permit or cause Mortgage Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall at all times cause Mortgage Borrower to, at all times to maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep or cause Mortgage Borrower to keep the Properties 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 provided in the Mortgage. Borrower shall keep or cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower, any Person or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that that: (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Mortgage Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and thereunder; (d) such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiie) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor the Collateral nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost as a result of such contest; (ivf) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vg) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, Collateral or the Senior Mezzanine Collateral and any Individual Property; and (vih) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, Property or the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits permits, authorizations, and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, includingincluding all regulations, without limitationbuilding and zoning codes and certificates of occupancy. Borrower has never, Prescribed Laws. There and shall never be committed by Borrower not in the future, commit, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower exercise commercially reasonable efforts to permit any ensure that no other Person in occupancy of or involved with the operation or use of the PropertiesProperty shall commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties each Individual 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 provided in the Loan Documents. Borrower shall keep each Individual Property insured, or shall cause Mortgage Borrower each Individual Property to keep the Properties insured be 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower give prompt notice to operate any Individual Property that is the subject Lender of the O&M Agreement in accordance receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements if such violation would reasonably be expected to have a material adverse effect on Borrowers or the terms and provisions thereof in all material respectsProperty. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any applicable Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and or cause Mortgage Borrower to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes, certificates of occupancy and the procurement of all necessary and required hospitality or innkeeper’s licenses. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine cause Mortgage Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the CollateralProperty, the Senior Mezzanine Collateral, any Individual Property Pledged Collateral 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 permit or cause Mortgage Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall at all times cause Mortgage Borrower to, at all times to maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep keep, or cause Mortgage Borrower to keep, the Properties 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 provided in the Loan Documents. Borrower shall keep, or cause Mortgage Borrower to keep keep, the Properties Property 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 (and is more fully provided in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (contest, or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Pledged Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Property nor the Pledged Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply comply, or cause Mortgage Borrower to promptly comply, with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Pledged Collateral or the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, Property or the Senior Mezzanine Pledged Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Except as contemplated in connection with a Restructuring, Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and/or cause Senior Mezzanine Borrower, Mortgage Borrower and each other Mortgage Loan Party, to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Borrower and Mortgage Borrower, Borrower and such other Mortgage Loan Parties and the Collateral, the Senior Mezzanine Collateral, Operating Company Collateral and the PropertiesMortgage Loan Collateral, including, without limitation, Prescribed Lawslimitation the procurement of all necessary and required hospitality or innkeepers licenses. There shall never be committed by any Borrower, Senior Mezzanine Borrower and Borrower shall not permit or Mortgage Borrower or Senior Mezzanine Borrower to permit any other Mortgage Loan Party or any other Person in occupancy of or involved with the operation or use of the PropertiesCollateral, including Operating CompanySenior Mezzanine Collateral or the Mortgage Loan Collateral, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property Collateral or the Mortgage Loan Collateral 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 permit or allow, or cause Senior Mezzanine Borrower, Mortgage Borrower or Property Owner to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times cause Senior Mezzanine Borrower, Mortgage Borrower and each Mortgage Loan Party and Property Owner to maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep, and cause Senior Mezzanine Borrower, Mortgage Borrower and each Mortgage Loan Party and Property Owner to keep the Properties Collateral, Senior Mezzanine Collateral and the Mortgage Loan Collateral 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. Borrower shall keep, and cause Senior Mezzanine Borrower, Mortgage Borrower and each Mortgage Loan Party and Property Owner to keep keep, the Properties Collateral, Senior Mezzanine Collateral and the Mortgage Loan Collateral 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (contest, or cause Senior Mezzanine Borrower, Mortgage Borrower or any of the other Mortgage Loan Parties 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, Borrower or to Senior Mezzanine Borrower, Borrower or to Mortgage Borrower, Borrower or such other Mortgage Loan Party or to the Collateral, Collateral or to the Senior Mezzanine Collateral or any Individual Property the Mortgage Loan Collateral or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower or such other Mortgage Loan Party, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the no Collateral, the Senior Mezzanine Collateral or any Individual Property Mortgage Loan Collateral nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower, as applicable, shall (and shall cause Mortgage Borrower shall and each applicable Mortgage Loan Party to) promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine BorrowerBorrower or Mortgage Borrower or such other Mortgage Loan Party, Mortgage Borroweras applicable, or the Collateral, the Senior Mezzanine Collateral and any Individual Propertyor the Mortgage Loan Collateral; and (vi) either (A) in the case of any contest related to Mortgage Borrower or an Individual Property, Mortgage Borrower shall have furnished to Mortgage Lender such security as may be required pursuant to the Mortgage Loan Agreement or (1) if Mortgage Lender shall have waived the requirement to deposit such security, but Senior Mezzanine Lender shall not have waived the same, Borrower shall have furnished, or caused Senior Mezzanine Borrower to furnish such security to Senior Mezzanine Lender or (2) if each of Mortgage Lender and Senior Mezzanine Lender shall have waived the requirement to deposit such security, Borrower shall have furnished, or caused Mortgage Borrower to furnish, such security to Lender (unless Lender shall have waived the requirement to furnish such security), (B) in the case of any contest related to Senior Mezzanine Borrower or the Senior Mezzanine Collateral, Senior Mezzanine Borrower shall have furnished to Senior Mezzanine Lender such security as may be required pursuant to the Senior Mezzanine Loan Agreement, or if Senior Mezzanine Lender shall have waived the requirement to deposit such security, Borrower shall have furnished, or caused Senior Mezzanine Borrower to furnish, such security to Lender (unless Lender shall have waived the requirement to furnish such security), or (C) in the case of any contest related to Borrower or the Collateral, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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, 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property the Mortgage Loan Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits permits, authorizations, and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the PropertiesProperty, includingincluding all regulations, without limitationbuilding and zoning codes and certificates of occupancy. Borrower has never, Prescribed Laws. There and shall never be committed by Borrower not in the future, commit, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower exercise commercially reasonable efforts to permit any ensure that no other Person in occupancy of or involved with the operation or use of the PropertiesProperty shall commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties each Individual 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 provided in the Loan Documents. Borrower shall keep each Individual Property insured, or shall cause Mortgage Borrower each Individual Property to keep the Properties insured be 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower give prompt notice to operate any Individual Property that is the subject Lender of the O&M Agreement in accordance receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements if such violation would reasonably be expected to have a material adverse effect on Borrowers or the terms and provisions thereof in all material respectsProperty. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any applicable Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.. 66 0123905.0782082 4863-1270-3898v11

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower to do and Operating Company to, to use commercially reasonable efforts to cause CPLV Tenant to do or cause to be done all things necessary to preserve, renew and keep in full force and effect their in all material respects its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrowerit, the Collateral, the Senior Mezzanine Collateral, Operating Company Collateral and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor, gaming or innkeeper’s licenses. There shall never be committed by Borrower, Borrower shall never permit Mortgage Borrower to, and Borrower shall not permit cause Mortgage Borrower or Senior Mezzanine Borrower to use commercially reasonable efforts to never permit any other Person Person, including CPLV Tenant, in occupancy of or involved with the operation or use of the Properties, including Operating CompanyProperty, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the CollateralProperty, the Senior Mezzanine Collateral, any Individual Property Collateral 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 permit or cause Mortgage Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to at all times maintain, preserve and protect all franchises and trade names and preserve in all material respects all the remainder of its property used or useful in the conduct of its business and shall keep the Properties Property in good working order and repairrepair (normal wear and tear and casualty excepted), 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 provided in the Loan Documents. Borrower shall and shall cause Mortgage Borrower, or shall cause Mortgage Borrower to cause CPLV Tenant to, keep the Properties Property 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 (and is more fully provided in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to LenderAdministrative Agent (except no notice shall be required in the event the amounts subject to contest at any time shall not exceed $1,000,000, individually or in the aggregate), Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower (at Mortgage Borrower’s own expense) (or Mortgage Borrower may permit CPLV Tenant to, at CPLV Tenant’s own expense) to contest) 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, Senior Mezzanine Borrower, Mortgage Borrower, the CollateralCPLV Tenant, the Senior Mezzanine Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that any contest by CPLV Tenant shall be conducted in accordance with the CPLV Lease and the CPLV Lease SNDA, provided, further, that, with respect to any contest by Borrower or Mortgage Borrower, (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor the Collateral nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.part

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, Baltimore Owner shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, and its material rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower or Baltimore Owner and neither Borrower nor Baltimore Owner shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s or Baltimore Owner’s obligations under any of the Loan Documents. Borrower and Baltimore Owner hereby covenants covenant and agrees agree not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and Baltimore Owner shall cause Mortgage Borrower to, at all times maintain, preserve and protect all material franchises and trade names and preserve all the material remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgages. Borrower and Baltimore Owner shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower and Baltimore Owner shall cause Mortgage Borrower to operate any Individual Property that is the subject of the an O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, BorrowerBorrower and Baltimore Owner, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Baltimore Owner or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default has occurred and remains uncured; (iib) Borrower or Baltimore Owner is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower Baltimore Owner is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiid) none of neither the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower and/or Baltimore Owner, as applicable, shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vf) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or Baltimore Owner and the Collateral, the Senior Mezzanine Collateral and any applicable Individual Property; and (vig) Borrower or Baltimore Owner shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Subject to Borrower’s and Maryland Owner’s right of contest pursuant to Section 7.3, Borrower shall, and Maryland Owner shall at all times comply and cause Mortgage each Individual Property to be in compliance with all Legal Requirements and Prescribed Laws applicable to Borrower, Senior Mezzanine Maryland Owner and each Individual Property and the uses permitted upon each Individual Property except where the failure to so comply would not reasonably be expected to have an Individual Material Adverse Effect. Borrower and Operating Company to, Maryland Owner shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and necessary to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed Lawseach Individual Property except where failure to do so would not reasonably be expected to have an Individual Material Adverse Effect. There shall never be committed by Borrower and/or Maryland Owner, and Borrower and/or Maryland Owner shall not permit Mortgage Borrower or Senior Mezzanine Borrower to knowingly permit any other Person in occupancy of or involved with the operation or use of the Propertiesany Individual Property to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any material part thereof or any monies paid in performance of Borrower’s and 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. Borrower shall, and Maryland Owner shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties each Individual Property in good working order and repair. Borrower shall , and from time to time make, or cause Mortgage Borrower to keep the Properties insured at be made, all times reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as (and more fully set forth in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower Security Instrument except where failure to operate any do so would not reasonably be expected to have an Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lostMaterial Adverse Effect.

Existence; Compliance with Legal Requirements. Insurance. ---------- Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its Entity existence, rights, licenses, permits Permits and franchises necessary for the conduct of its business and comply in all respects with all applicable Legal Requirements and Insurance Requirements applicable to it and any Facility. Borrower shall notify Lender promptly of any written notice or order that Borrower receives from any Governmental Authority relating to Borrower's failure to comply with such applicable Legal Requirements relating to any Facility and promptly take any and all actions necessary to bring its operations at such Facility into compliance with such applicable Legal Requirements (and shall fully comply with the requirements of such Legal Requirements that at any time are applicable to its operations at any Facility) provided, Senior Mezzanine Borrowerthat Borrower at its expense may, Mortgage Borrowerafter prior notice to the Lender, contest by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence, the Collateralvalidity or application, in whole or in part, of any such applicable Legal Requirements as long as (i) neither the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or applicable Collateral nor any part thereof or any monies paid interest therein, will be sold, forfeited or lost if Borrower pays the amount or satisfies the condition being contested, and Borrower would have the opportunity to do so, in performance the event of Borrower’s obligations under 's failure to prevail in the contest, (ii) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrower has not furnished additional security as provided in clause (iii) below, or to any risk ------------ of criminal liability, and neither the applicable Collateral nor any interest therein would be subject to the imposition of any Lien as a result of the Loan Documentsfailure to comply with such Legal Requirement or of such proceeding and (iii) Borrower shall have furnished to the Lender additional security in respect of the claim being contested or the loss or damage that may result from Borrower's failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than one hundred twenty-five percent (125%) of the amount of such claim. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the continued conduct of its business and shall keep the Properties each Facility 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 necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgages. Borrower and each Operator shall cause Mortgage Borrower to keep the Properties each Facility insured at all times times, as (and provided in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lostMortgages.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply comply, or cause each other Loan Party to comply, in all material respects with all Legal Requirements applicable to Borrowersuch Loan Party, Senior the First Mezzanine Borrower, Mortgage BorrowerCollateral, the Collateral, the Senior Mezzanine Collateral, Operating Company and Properties or the PropertiesIP, including, without limitation, Prescribed Laws. There shall never be committed by any Borrower, and no Borrower and Borrower shall, nor shall not permit Mortgage Borrower or Senior Mezzanine Borrower to cause any other Loan Party to, knowingly permit any other Person in occupancy of or involved with the operation or use of any of the PropertiesProperties to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the First Mezzanine Collateral, the Senior Mezzanine Collateral, Collateral and/or any Individual Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents or paid in performance of First Mezzanine Borrowers’ obligations under any of the First Mezzanine Loan Documents or paid in performance of Mortgage Borrowers’ obligations under any of the Mortgage Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower each other Loan Party to, at all times maintain, preserve and protect in all material respects all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the conduct of its business as contemplated hereunder, and, subject to Mortgage Borrowers’ right to demolish the Improvements on the Adjacent Property subject to, and in accordance with, the provisions of Section 3.18 of the Mortgage Loan Agreement, shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgage. Borrower Borrowers shall cause Mortgage Borrower Borrowers to keep the 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 (and is more fully provided in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower Borrowers shall cause Mortgage Borrower Borrowers to operate any Individual Property that is the subject of the O&M Agreement Properties in accordance with the terms and provisions thereof of the O&M Agreements in all material respects. After prior notice to Lender, any Borrower, at its own expense, may contest (contest, or may cause Mortgage Borrower any other Loan Party 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, Senior Mezzanine Borrower, Mortgage Borrowerany Loan Party, the First Mezzanine Collateral, the Senior Mezzanine Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default, Mortgage Event of Default or any Mezzanine Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower such Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of any Property, the First Mezzanine Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall, and shall cause each other Loan Party to, promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrowersuch Loan Party, the First Mezzanine Collateral, the Senior Mezzanine Collateral and or any Individual Property; and (vif) such Borrower shall furnish furnish, or shall cause each other Loan Party to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, 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 the First Mezzanine Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed Lawsbuilding, or causing to be built, a secondary access driveway at the Effingham Individual Property as required by the City of Effingham pursuant to its letter to Lender dated May 6, 2010. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, an Individual Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property the Properties used or useful in the conduct of its business and shall keep the 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 provided in the applicable Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties to be insured at all times by financially sound and reputable insurers, to such extent and against such risks, and cause to be maintained liability and such other insurance, as (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own Borrower’s expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any an Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and Borrower or any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business, and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, it or the Collateral, the Senior Mezzanine Collateral, Operating Company and the PropertiesProperty, including, without limitation, Prescribed Laws. Borrower shall continue to comply with the Patriot Act and OFAC, including, without limitation, the provisions of Sections 3.1.41 and 3.1.42, throughout the Term of the Loan. There shall never be committed by Borrower Xxxxxxxx, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties Property in reasonably good working order and repair. Borrower shall , and from time to time make, or cause Mortgage Borrower to keep be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, in each case to the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respectsextent commercially reasonable. After prior written notice to LenderAdministrative Agent, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or the Mortgage Borrower is subject and shall not constitute a default thereunder or under the other Loan Documents and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.cancelled

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Lessee and the Properties, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor or innkeeper’s licenses. There shall never be committed by Borrower and Operating Lessee, and Borrower and Operating Lessee shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s or Operating Lessee’s obligations under any of the Loan Documents. Each of Borrower and Operating Lessee hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and Operating Lessee shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower and Operating Lessee shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Operating Lessee or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower and/or Operating Lessee, as applicable, shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and Operating Lessee or any Individual Property; and (vi) in the event the amount reasonably determined to be necessary to cause compliance with such Legal Requirements exceeds $2,000,000, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewiththerewith (except with respect to Brand Managed Properties, if Borrower or Operating Lessee shall have provided Lender with evidence reasonably acceptable to Lender that the applicable Brand Manager has reserved sufficient amounts therefor and shall be required to apply such amounts to cause such compliance in accordance with the applicable Management Agreements). 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply comply, or cause each other Loan Party to comply, in all material respects with all Legal Requirements applicable to Borrowersuch Loan Party, Senior the First Mezzanine BorrowerCollateral, Mortgage Borrowerthe Second Mezzanine Collateral, the Collateral, the Senior Mezzanine Collateral, Operating Company and Properties or the PropertiesIP, including, without limitation, Prescribed Laws. There shall never be committed by any Borrower, and no Borrower and Borrower shall, nor shall not permit Mortgage Borrower or Senior Mezzanine Borrower to cause any other Loan Party to, knowingly permit any other Person in occupancy of or involved with the operation or use of any of the PropertiesProperties to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral and/or any Individual Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents or paid in performance of Mezzanine Borrowers’ obligations under any of the Mezzanine Loan Documents or paid in performance of Mortgage Borrowers’ obligations under any of the Mortgage Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower each other Loan Party to, at all times maintain, preserve and protect in all material respects all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the conduct of its business as contemplated hereunder, and, subject to Mortgage Borrowers’ right to demolish the Improvements on the Adjacent Property subject to, and in accordance with, the provisions of Section 3.18 of the Mortgage Loan Agreement, shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgage. Borrower Borrowers shall cause Mortgage Borrower Borrowers to keep the 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 (and is more fully provided in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower Borrowers shall cause Mortgage Borrower Borrowers to operate any Individual Property that is the subject of the O&M Agreement Properties in accordance with the 110 terms and provisions thereof of the O&M Agreements in all material respects. After prior notice to Lender, any Borrower, at its own expense, may contest (contest, or may cause Mortgage Borrower each other Loan Party 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, Senior Mezzanine Borrower, Mortgage Borrowerany Loan Party, the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default, Mortgage Event of Default or any Mezzanine Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower such Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of neither any Property, the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral or any Individual Property nor part of any material part thereof of the foregoing or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall, and shall cause each other Loan Party to, promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrowersuch Loan Party, the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral and or any Individual Property; and (vif) such Borrower shall furnish furnish, or shall cause each other Loan Party to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, 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 the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral or any Individual Property (or any part thereof of any of the foregoing or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. INSURANCE. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed Lawsits Property. There shall never be committed by Borrower and Borrower shall not commit, nor shall Borrower permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all its franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties its 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 provided in the applicable Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) intentionally omitted; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of the Collateral, the Senior Mezzanine Collateral Property or any Individual Property nor any material part thereof or interest therein will not be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its and Mortgage Borrower’s existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrowerit, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Property and the Properties, including, without limitation, Prescribed LawsCollateral. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect protect, or cause to be maintained, preserved and protected, all material franchises and trade names and preserve preserve, or cause to be preserved, all the remainder of its and Mortgage Borrower’s property used or useful in the conduct of its and Mortgage Borrower’s business and shall keep cause the Properties Property to be kept in good working order and repair, and from time to time cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto. Borrower shall cause Mortgage Borrower the Property to keep the Properties be kept 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower or Mortgage Borrower, at its each’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower Borrower, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the CollateralProperty, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower or Mortgage Borrower, as applicable, shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Property or the Collateral, the Senior Mezzanine Collateral and any Individual Propertyas applicable; and (vi) Borrower shall furnish cause to be furnished such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, Property or the Senior Mezzanine Collateral or any Individual Property (or any part thereof or direct or indirect interest thereintherein (which direct or indirect interest shall include, without limitation, any equity interest in Mortgage Borrower)) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. To the extent that Mortgage Borrower satisfied requirements under the Mortgage Loan Documents for the furnishing of security in any such proceeding contesting a Legal Requirement, Borrower shall not be required to furnish security hereunder with respect to such proceeding.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect their existence, its (i) existence and (ii) any material rights, licenses, permits and franchises and (b) subject to such Borrower’s right to contest such Legal Requirements in accordance with this Section 5.1.1, comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower Xxxxxxxx, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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 knowingly suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the material to its conduct of its business and shall keep the Properties in good working order and repairrepair (ordinary wear and tear and Casualty excepted), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, and replacements thereto, all as more fully provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and under Policies in the amounts) provided elsewhere in compliance with Article VI of this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to LenderXxxxxx, BorrowerXxxxxxxx, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, ; provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply comply, in all material respects, with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and Borrower or any Individual Property; and (vi) if Borrower has not paid any contested amounts under protest such that no security is so required, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderXxxxxx, to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewiththerewith (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). 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 the Collateral, the Senior Mezzanine Collateral and Borrower does not timely comply therewith or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits permits, authorizations, and franchises franchises, and cause Mortgage Borrower to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed LawsRequirements. There shall never be committed by Borrower Borrower, and Borrower shall not never permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, and agrees to not permit Mortgage Borrower to, commit, permit or suffer to exist or cause any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and cause Mortgage Borrower to preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties such 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall from time to time, upon Lender’s request, cause Mortgage Borrower to operate any Individual provide Lender with evidence reasonably satisfactory to Lender that the Property that complies with all Legal Requirements or is the subject exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the O&M Agreement in accordance receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with the terms and provisions thereof in all material respectsLegal Requirements. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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 should not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall keep the Properties 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 provided in the Security Instrument. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that provided, that: (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under under, and be conducted in accordance with with, the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Except as contemplated in connection with a Restructuring, Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and/or cause Mortgage Borrower and each other Mortgage Loan Party, to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Borrower and Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and such other Mortgage Loan Parties and the PropertiesCollateral and the Mortgage Loan Collateral, including, without limitation, Prescribed Lawsthe procurement of all necessary and required hospitality or innkeepers licenses. There shall never be committed by Borrower and Borrower shall not permit any Borrower, or Mortgage Borrower or Senior Mezzanine Borrower to permit any other Mortgage Loan Party or any other Person in occupancy of or involved with the operation or use of the PropertiesCollateral or the Mortgage Loan Collateral, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, Collateral or the Senior Mezzanine Collateral, any Individual Property Mortgage Loan Collateral 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 permit or allow, or cause Mortgage Borrower or Property Owner to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall at all times cause Mortgage Borrower to, at all times and each Mortgage Loan Party and Property Owner to maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep, and cause Mortgage Borrower and each Mortgage Loan Party and Property Owner to keep the Properties Collateral and the Mortgage Loan Collateral 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. Borrower shall keep, and cause Mortgage Borrower and each Mortgage Loan Party and Property Owner to keep keep, the Properties Collateral and the Mortgage Loan Collateral 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (contest, or cause Mortgage Borrower or any of the other Mortgage Loan Parties 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, Senior Mezzanine Borrower, Borrower or to Mortgage Borrower, Borrower or such other Mortgage Loan Party or to the Collateral, the Senior Mezzanine Collateral or any Individual Property the Mortgage Loan Collateral or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower or such other Mortgage Loan Party, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine no Collateral or any Individual Property Mortgage Loan Collateral nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower, as applicable, shall (and shall cause Mortgage Borrower shall and each applicable Mortgage Loan Party to) promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against BorrowerBorrower or Mortgage Borrower or such other Mortgage Loan Party, Senior Mezzanine Borroweras applicable, or the Collateral or the Mortgage Borrower, the Loan Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) either (A) in the case of any contest related to Mortgage Borrower or an Individual Property, Mortgage Borrower shall have furnished to Mortgage Lender such security as may be required pursuant to the Mortgage Loan Agreement (unless Mortgage Lender shall have waived the requirement to deposit such security) or (B) in the case of any contest related to Borrower or the Collateral, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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, 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property the Mortgage Loan Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. INSURANCE. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed Lawsits Property. There shall never be committed by Borrower and Borrower shall not permit Mortgage commit, nor shall Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all its franchises and trade names and preserve all the remainder of its property Property used or useful in the conduct of its business and shall keep the Properties its 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 provided in the applicable Mortgage. Borrower shall keep, or (in the case of the Inland Western New Britain Property and to the extent such obligation is an obligation of Anchor Tenant under its Lease) shall cause Mortgage Borrower Anchor Tenant to keep keep, the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall operate, or cause Mortgage Borrower the tenant to operate operate, any Individual Property that is the subject of the an O&M Agreement (if any) in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) intentionally omitted; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of the Collateral, the Senior Mezzanine Collateral Property or any Individual Property nor any material part thereof or interest therein will not be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the PropertiesProperties (and the respective use thereof), including, without limitation, Prescribed Lawsbuilding and zoning ordinances and codes and certificates of occupancy. There shall never be committed by Borrower Xxxxxxxx and Borrower Xxxxxxxx shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repairrepair (normal wear and tear excepted), 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to LenderAdministrative Agent (which notice shall not be required in connection with clause (z) below), Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, (x) the validity of any Legal Requirement, (y) the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or (z) any alleged violation of any Legal Requirement, provided that that, with respect to the foregoing clauses (ix) and (y), (a) no Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vif) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Legal Requirement exceeds $12,000,000 (excluding any amounts required to be paid directly by Tenants), Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderAdministrative Agent for the benefit of Lender (provided, in no event shall the security requested by Administrative Agent be in an amount greater than one hundred percent (100%) of the maximum amount reasonably expected by Administrative Agent to be payable in the event such contest is unsuccessful), to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Administrative Agent for the benefit of Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of LenderAdministrative Agent, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.. 110

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply comply, in all material respects, with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times reasonably maintain, preserve and protect all material franchises and material trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall keep the Properties Property in reasonably 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that provided, that: (ia) no Release Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiid) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vf) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and/or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. (a) Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its and Owner’s existence, material rights, licenses, permits and franchises and comply with all Legal Requirements and all Health Care Requirements of all Governmental Authorities and Health Care Authorities applicable to BorrowerBorrower or Owner including, Senior Mezzanine Borrowerwithout limitation, Mortgage BorrowerPrescribed Laws. Borrower shall use reasonable and diligent efforts to enforce the terms and provisions of the Operating Leases requiring Operator Tenants to do all things necessary to preserve, renew and keep in full force and effect all licenses and permits required to operate a skilled nursing facility or an assisted living facility on the Collateral, the Senior Mezzanine Collateral, Operating Company Properties and to comply with all Legal Requirements and all Health Care Requirements of all Governmental Authorities and Health Care Authorities applicable to Operator Tenants and the Properties, including, without limitation, Prescribed Laws. Borrower shall keep and maintain, or shall cause Owner or Operator Tenants to keep and maintain, in full force and effect all Licenses and Health Care Licenses necessary for the operation of the Facility on each Individual Property. Borrower shall cause the Facility located on the applicable Individual Property to remain in operation without interruption in accordance with all Legal Requirements and Health Care Requirements. There shall never be committed by Borrower or Owner and Borrower shall not permit Mortgage Borrower Owner or Senior Mezzanine Borrower to permit any Operator Tenant any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all material franchises and trade names and preserve all the remainder of its material property used or useful in the conduct of its or Owner’s business and shall keep the 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 provided in the Mortgages. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times times, as (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall use reasonable efforts to cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement to be operated in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement or Health Care Requirement, the applicability of any Legal Requirement or Health Care Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral any Operator Tenant or any Individual Property or any alleged violation of any Legal Requirement or Health Care Requirement, provided that (i) no Event of Default has occurred and remains uncuredintentionally omitted; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement or Health Care Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement or Health Care Requirement; (v) if such Legal Requirement has not been complied with, such proceeding shall suspend the enforcement of the contested Legal Requirement or Health Care Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vi) Borrower shall furnish such security as may be is required in the proceeding, or as may be is reasonably requested by Lender, to insure compliance with such Legal Requirement or Health Care 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 or Health Care Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing, no such security will be required if Owner has provided security for such Alteration to Senior Lender pursuant to the Senior Loan Documents.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Each of Borrower and Operating Company to, Guarantor shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, its existence and material rights, licenses, licenses and permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or government, any state or local government or any other Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property assets and properties used or useful in and material to the conduct of its business and shall keep the Properties 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 provided in the Security Instrument. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own sole cost and expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, ; provided that (ia) no Default or Event of Default has occurred and remains uncuredoutstanding; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower the Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiid) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (ive) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vf) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vig) Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith; and (h) such contest by Borrower is not in violation of the Leases. Lender may apply any such security, security or part thereof 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lostlost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien.

Existence; Compliance with Legal Requirements. Borrower shall, and (a) Pledgor shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises franchises, and comply comply, or cause Mortgage Borrower to comply, in all material respects, with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrowerit, the Collateral, the Senior Mezzanine A Collateral, Operating Company the Mezzanine B Collateral, the Mezzanine C Collateral, the Mezzanine D Collateral and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower Pledgor, and Borrower Pledgor shall use its best efforts to not permit (or Pledgor shall cause Mortgage Borrower or Senior Mezzanine Borrower to permit use its best efforts to not permit) any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit Properties from committing any act or omission affording the federal government or any state State or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of BorrowerPledgor’s obligations under any of the Loan Documents. Borrower Pledgor hereby covenants and agrees not to commit, commit and Pledgor shall cause Mortgage Borrower not to commit and Pledgor shall use its best efforts to not permit or suffer to exist (or Pledgor shall cause Mortgage Borrower to use its best efforts to not permit or suffer to exist) any act or omission affording such right of forfeiture. Borrower shall, and Pledgor shall at all times cause Mortgage Borrower toto keep, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower Pledgor shall keep, or shall cause Mortgage Borrower to keep keep, the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower Pledgor shall cause Mortgage Borrower to operate any Individual Property that is the subject of the any O&M Agreement Program in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, such Borrower and its Property or the Collateral, the Senior Mezzanine Collateral, Operating Company and the PropertiesIP, including, without limitation, Prescribed Laws. There shall never be committed by Borrower any Borrower, and no Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to knowingly permit any other Person in occupancy of or involved with the operation or use of any of the PropertiesProperties to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s Borrowers’ obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect in all material respects all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the conduct of its business as contemplated hereunder and, subject to Borrowers’ right to demolish the Improvements on the Adjacent Property subject to, and in accordance with, the provisions of Section 3.18 hereof, shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgage. Borrower Borrowers shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower Borrowers shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement Properties in accordance with the terms and provisions thereof of the O&M Agreements in all material respects. After prior notice to Lender, any Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral such Borrower or any Individual its Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or neither any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral such Borrower and any Individual its Property; and (vif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the PropertiesProperty, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower the Property to keep the Properties be insured at all times by financially sound and reputable insurers, to such extent and against such risks, and cause to be maintained liability and such other insurance, as (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business, and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrowerit, the Property or the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. Borrower shall, and shall cause Mortgage Borrower to, continue to comply with the Patriot Act and OFAC, including, without limitation, the provisions of Sections 3.1.41 and 3.1.42, throughout the Term of the Loan. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Collateral to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property Collateral 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at Property in reasonably good working order and repair, and from time to time make, or cause to be made, all times as (reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, in each case to the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respectsextent commercially reasonable. After prior written notice to LenderAdministrative Agent, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject the Pledge Agreement and shall not constitute a default thereunder or under the other Loan Documents and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by LenderAdministrative Agent, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender Administrative Agent, for the benefit of Lenders, may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable good faith judgment of LenderAdministrative Agent, the validity, applicability or violation of such Legal Requirement is finally established or the Collateralestablished, the Senior Mezzanine Collateral or any Individual Property (or any material part thereof or material interest therein) shall may reasonably be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost or there shall be any reasonable danger of the Lien of the Pledge Agreement being primed by any related Lien.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, and its material rights, licenses, permits and franchises and/or cause Xxxxxx Borrowers and Xxxxxx Cushion Entity to comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Xxxxxx Borrowers and Xxxxxx Cushion Entity and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage any other Person and Borrower shall not permit Xxxxxx Cushion Entity to allow or Senior Mezzanine Borrower cause Xxxxxx Borrowers to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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 permit or allow or cause Xxxxxx Cushion Entity and Xxxxxx Borrowers to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times cause Xxxxxx Cushion Entity and Xxxxxx Borrowers to maintain, preserve and protect all material franchises and trade names and preserve all the material remainder of its property used or useful in the conduct of its business and shall keep or cause Xxxxxx Cushion Entity and Xxxxxx Borrowers to keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgages. Borrower shall keep or cause Mortgage Borrower Xxxxxx Cushion Entity and Xxxxxx Borrowers to keep the 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 (and is more fully provided in the amounts) provided elsewhere in this Xxxxxx Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower the Xxxxxx Borrowers to operate any Individual Property that is the subject of the an O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower Xxxxxx Cushion Entity and Xxxxxx Borrowers to contest) 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default has occurred and remains uncured; (iib) Xxxxxx Mortgage Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower Xxxxxx Borrowers and Xxxxxx Cushion Entity is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiid) none of neither the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property nor the Collateral nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vf) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine BorrowerXxxxxx Borrowers, Mortgage BorrowerXxxxxx Cushion Entity, the Collateral, the Senior Mezzanine Collateral and any the applicable Individual Property; and (vig) Borrower shall or shall cause Xxxxxx Borrowers or Xxxxxx Cushion Entity to furnish such security as may be required in the proceeding, or as may Table of Contents be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property or the Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any related Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. INSURANCE. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit Property any act or omission affording the federal government or any state or local government the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all its franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall operate, or cause Mortgage Borrower the tenant to operate operate, any Individual Property that is the subject of the an O&M Agreement (if any) in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) intentionally omitted; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of the Collateral, the Senior Mezzanine Collateral Property or any Individual Property nor any material part thereof or interest therein will not be in imminent danger of being sold, forfeited, terminated, cancelled concealed or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and and/or cause Mortgage Borrower to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Collateral and/or the Senior Mezzanine Collateral, Operating Company and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower or Mortgage Borrower and neither Borrower nor Mortgage Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to ever permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer or permit or cause Mortgage Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall at all times cause Mortgage Borrower to, at all times to maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep or cause Mortgage Borrower to keep the Properties 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 provided in the Loan Documents and the Mortgage Loan Documents. Borrower shall keep or cause Mortgage Borrower to keep the Properties Property 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 provided in this Agreement and in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (contest, or cause permit Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or and/or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein (including the Collateral) will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall and shall cause Mortgage Borrower to promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Collateral or the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, Property or the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, such Borrower and its Property or the Collateral, the Senior Mezzanine Collateral, Operating Company and the PropertiesIP, including, without limitation, Prescribed Laws. There shall never be committed by Borrower any Borrower, and no Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to knowingly permit any other Person in occupancy of or involved with the operation or use of any of the PropertiesProperties to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s Borrowers’ obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect in all material respects all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the conduct of its business as contemplated hereunder and, subject to Borrowers’ right to demolish the Improvements on the Adjacent Property subject to, and in accordance with, the provisions of Section 3.18 hereof, shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgage. Borrower Borrowers shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower Borrowers shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement Properties in accordance with the terms and provisions thereof of the O&M Agreements in all material respects. After prior notice to Lender, any Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral such Borrower or any Individual its 188 Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default, First Mezzanine Event of Default, Second Mezzanine Event of Default or Third Mezzanine Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage such Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or neither any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral such Borrower and any Individual its Property; and (vif) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, material rights, material licenses, material permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit Property any act or omission affording the federal government or any state State or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all material franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Security Instrument. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual no Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Propertieseach Individual Property, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor, gaming or innkeeper’s licenses. There shall never be committed by Borrower Xxxxxxxx, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, any Individual Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all of Borrower’s franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties each Individual Property in good working order and repairrepair (normal wear and tear and casualty damage excepted), 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 provided in the Loan Documents. Borrower shall (or, for so long as such Individual Property is subject to the MGM/Mandalay Lease, use commercially reasonable efforts to cause Mortgage Borrower to MGM/Mandalay Tenant to) keep the Properties such Individual Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. After prior written notice to Xxxxxx, Borrower shall cause Mortgage Borrower to operate any at Borrower’s own expense (or, for so long as such Individual Property that is subject to the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to LenderMGM/Mandalay Lease, Borrowermay permit MGM/Mandalay Tenant, at its MGM/Mandalay Tenant’s own expense), may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower MGM/Mandalay Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall or shall use commercially reasonable efforts to cause MGM/Mandalay Tenant to promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Borrower or such Individual Property; and (vi) in the event the amount reasonably determined to be necessary to cause compliance with such Legal Requirements exceeds Fifteen Million and No/100 Dollars ($15,000,000.00), Borrower shall furnish such security as may be required in the proceedingproceeding or (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and, after a rated Securitization, that, at Lender’s option, the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such securities, (D) a Letter of Credit, (E) cash equivalents or as may be (F) an alternative security reasonably requested by Lenderacceptable to Lender (or a combination thereof), to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewiththerewith (except if the Property is subject to a Brand Management Agreement or Casino Management Agreement, if Borrower shall have provided Lender with evidence reasonably acceptable to Lender that a Brand Manager or Casino Operator has reserved sufficient amounts therefor and shall be required to apply such amounts to cause such compliance in accordance with such Brand Management Agreement or Casino Management Agreement). 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding anything to the contrary contained herein, MGM/Mandalay Tenant’s exercise of its contest rights under the MGM/Mandalay Lease (including Article XII thereof) are not restricted or limited by this Section 5.1.1, and Borrower shall not be obligated to fund security or take other actions described in this Section 5.1.1 with respect to such MGM/Mandalay Tenant contest rights.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed Laws, building and zoning codes and certificates of occupancy. With respect to the Properties operating under a temporary certificate of occupancy, Borrower shall preserve, renew and keep in full force and effect the temporary certificate of occupancy in accordance with Legal Requirements applicable to the Property subject to such temporary certificate of occupancy and shall use reasonable efforts in the ordinary course of Borrower’s business to obtain a permanent certificate of occupancy for such Property. In the event Borrower receives a permanent certificate of occupancy, Borrower shall promptly deliver to Lender such permanent certificate of occupancy. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement applicable to such Legal Requirementparty; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual -66- Property; and (vif) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender, to insure ensure 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Borrower shall operate each Individual Property in accordance with the terms and provisions of each O&M Program, if any. Borrower shall keep and maintain all Licenses necessary for the operation of the Property for its approved use in all material respects.

Existence; Compliance with Legal Requirements. INSURANCE. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage commit, nor shall Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all its franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall operate, or cause Mortgage Borrower the tenant to operate operate, any Individual Property that is the subject of the an O&M Agreement (if any) in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) intentionally omitted; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of the Collateral, the Senior Mezzanine Collateral Property or any Individual Property nor any material part thereof or interest therein will not be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual 40 Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Mortgages. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower and the Collateral, the Senior Mezzanine Collateral and any applicable Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith; provided, however, that Borrower shall be required to furnish such security or additional security to Lender only to the extent of costs, interest and penalties which may be payable in connection with or pursuant to such proceeding are in excess of the security theretofore furnished by Borrower to the applicable Governmental Authority. 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 the Collateral, the Senior Mezzanine Collateral or any applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply comply, or cause each other Loan Party to comply, in all material respects with all Legal Requirements applicable to Borrowersuch Loan Party, Senior the First Mezzanine BorrowerCollateral, Mortgage Borrowerthe Second Mezzanine Collateral, the Collateral, the Senior Mezzanine Collateral, Operating Company and Properties or the PropertiesIP, including, without limitation, Prescribed Laws. There shall never be committed by any Borrower, and no Borrower and Borrower shall, nor shall not permit Mortgage Borrower or Senior Mezzanine Borrower to cause any other Loan Party to, knowingly permit any other Person in occupancy of or involved with the operation or use of any of the PropertiesProperties to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral and/or any Individual Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents or paid in performance of Mezzanine Borrowers’ obligations under any of the Mezzanine Loan Documents or paid in performance of Mortgage Borrowers’ obligations under any of the Mortgage Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower each other Loan Party to, at all times maintain, preserve and protect in all material respects all franchises and trade names and preserve all the remainder of its property used or useful in necessary for the conduct of its business as contemplated hereunder, and, subject to Mortgage Borrowers’ right to demolish the Improvements on the Adjacent Property subject to, and in accordance with, the provisions of Section 3.18 of the Mortgage Loan Agreement, shall keep the Properties in good working order and repairrepair in all material respects, 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 provided in the Mortgage. Borrower Borrowers shall cause Mortgage Borrower Borrowers to keep the 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 (and is more fully provided in the amounts) provided elsewhere in this Mortgage Loan Agreement. Borrower Borrowers shall cause Mortgage Borrower Borrowers to operate any Individual Property that is the subject of the O&M Agreement Properties in accordance with the terms and provisions thereof of the O&M Agreements in all material respects. After prior notice to Lender, any Borrower, at its own expense, may contest (contest, or may cause Mortgage Borrower each other Loan Party 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, Senior Mezzanine Borrower, Mortgage Borrowerany Loan Party, the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default, Mortgage Event of Default or any Mezzanine Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower such Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of any Property, the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral or any Individual Property nor any material part thereof of any of the foregoing or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) such Borrower shall, and shall cause each other Loan Party to, promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrowersuch Loan Party, the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral and or any Individual Property; and (vif) such Borrower shall furnish furnish, or shall cause each other Loan Party to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, 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 the First Mezzanine Collateral, the Senior Second Mezzanine Collateral, the Collateral or any Individual Property (or any part thereof of any of the foregoing or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor, gaming or innkeeper’s licenses. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby hereby, covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all rights it has in necessary franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower shall cause Mortgage Borrower to keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its Borrower’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost during the pendency of such dispute; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and Borrower or any Individual PropertyProperty during the pendency of such dispute; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Each of Borrower and Operating Company to, Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Borrower or Operating Company Lessee and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor or innkeeper’s licenses, other than to the extent the failure to do so would not result in a Material Adverse Effect. There shall never be committed by Borrower or Operating Lessee, and neither Borrower nor Operating Lessee shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Each of Borrower and Operating Lessee hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each of Borrower shall, and Operating Lessee shall cause Mortgage Borrower to, at all times maintain, preserve and protect all rights it has in necessary franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Loan Documents. Borrower and/or Operating Lessee shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, BorrowerBorrower or Operating Lessee, at its own expense, may contest (or cause Mortgage Borrower 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 Borroweritself or the other such Person (i.e., Senior Mezzanine BorrowerBorrower may so contest such matter as to Operating Lessee and vice versa), Mortgage Borroweras applicable, or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost during the pendency of such dispute; (iv) Borrower or Operating Lessee shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, it or the Collateral, other such Person (as applicable) and the Senior Mezzanine Collateral and any Individual PropertyProperty during the pendency of such dispute; and (vi) Borrower or Operating Lessee shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit Property any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, 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 commit, permit or suffer suffe r to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its and Master Lessee’s existence, rights, licenses, permits and franchises franchises, to the extent necessary to the ownership and/or operation of the Property, as the case may be, and comply in all material respects with all Legal Requirements applicable to Borrowerit, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Master Lessee and the PropertiesProperty, including, without limitation, Prescribed Lawsbuilding and zoning codes and certificates of occupancy. There shall never be committed by Borrower or Master Lessee, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never knowingly and intentionally permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, or knowingly to permit or suffer to exist exist, any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect protect, or cause Master Lessee to maintain, preserve and protect, all franchises and trade names used in the operation of the Property and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Loan Documents. Borrower shall, or shall cause Mortgage Borrower to Master Lessee to, keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, BorrowerBorrower or Master Lessee, at its Borrower’s or Master Lessee’s own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or Master Lessee or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower Master Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent immediate danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and shall cause Master Lessee to, promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish furnish, or cause Master Lessee to furnish, such security as may be required in the proceeding, or (if no security is required in the proceeding) as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender (x) may apply any such security, 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (y) shall make such security available to Borrower or Master Lessee, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Lessee, as the case may be.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall , and from time to time make, or cause Mortgage Borrower to keep the Properties insured at be made, all times reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as (and more fully provided in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respectsSecurity Instrument. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiid) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ive) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vf) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, Equity Owner shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Lessee, Operating Lessee Pledgor, Borrower, Equity Owner, the Properties and the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws, building and zoning codes and certificates of occupancy. With respect to the Properties operating under a temporary certificate of occupancy, Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to preserve, renew and keep in full force and effect the temporary certificate of occupancy in accordance with Legal Requirements applicable to the Property subject to such temporary certificate of occupancy and shall use reasonable efforts in the ordinary course of Mortgage Borrower’s or Operating Lessee’s (as applicable) business to obtain a permanent certificate of occupancy for such Property. In the event Mortgage Borrower or Operating Lessee (as applicable) receives a permanent certificate of occupancy, Borrower, Mortgage Borrower or Operating Lessee shall promptly deliver to Lender such permanent certificate of occupancy. There shall never be committed by Borrower or Equity Owner, and neither Borrower nor Equity Owner shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit Borrower, Operating Lessee any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof thereof, the Collateral or any part thereof, or any monies paid in performance of Borrower’s or Equity Owner’s obligations under any of the Loan Documents or Mortgage Borrower’s or Operating Lessee’s obligations under any of the Mortgage Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times and Equity Owner shall cause Operating Lessee to maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the 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 provided in the Loan Documents. Borrower shall (or shall cause Mortgage Borrower to to) and Equity Owner shall cause (or shall cause Operating Lessee to) keep the 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 (and in the amounts) is more fully provided elsewhere in this Agreement and the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, BorrowerBorrower or Equity Owner, at its own expense, may contest (or cause may permit Mortgage Borrower to contestor Operating Lessee, at its own expense, 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, Senior Mezzanine Borrower, Mortgage Borrower, the CollateralOperating Lessee, the Senior Mezzanine Collateral or any Individual Property or to the Collateral or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Mortgage Borrower or Mortgage Borrower Operating Lessee is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiic) none of the Collateral, the Senior Mezzanine Collateral or neither any Individual Property nor any material part thereof or interest therein nor the Collateral will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivd) Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement applicable to such Legal Requirementparty; (ve) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Lessee, any Individual Property and the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vif) if Mortgage Lender waives the obligation of Mortgage Borrower or Operating Lessee (as applicable) to deliver security to it pursuant to Section 5.1.1 of the Mortgage Loan Agreement, Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably 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 the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) or the Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to operate each Individual Property in accordance with the terms and provisions of each O&M Program, if any. Borrower shall cause Mortgage Borrower and Equity Owner shall cause Operating Lessee to keep and maintain all Licenses necessary for the operation of the Property for its approved use in all material respects.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company it and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to never permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties 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 provided in the Mortgage. Borrower shall cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiiiv) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (ivv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 79 judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause Mortgagee Borrower to be done do all things necessary to preserve, renew and keep in full force and effect their its existence, rights, licenses, permits and franchises and to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Collateral and the Properties, including, without limitation, Prescribed LawsProperty. There shall never be committed by Borrower Borrower, and Borrower shall not permit cause Mortgage Borrower or Senior Mezzanine Borrower to use commercially reasonable efforts not to permit any other Person in occupancy of or involved with the operation or use of the PropertiesProperty or the Collateral to commit, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist and not to cause or permit Mortgage Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall at all times cause Mortgage Borrower to, at all times to maintain, preserve and protect all franchises and trade names and names, preserve all the remainder of its property used or useful in the conduct of its business business, and shall or cause Mortgage Borrower to keep the Properties 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 provided in the Mortgage. Borrower shall keep or cause Mortgage Borrower to keep the Properties Property 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 (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual the Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof of the O&M Agreement in all material respects. After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage mortgage Borrower 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, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual the Property or any alleged violation of any Legal Requirement, provided that (ia) no Default or Event of Default has occurred and remains uncured; (iib) Borrower or Mortgage Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iiid) none of neither the Collateral, the Senior Mezzanine Collateral or any Individual Property nor the Collateral nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (ive) Borrower shall shall, upon final determination thereof, promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (vf) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual the Property; and (vig) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably 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 the Collateral, Property or the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost.

Existence; Compliance with Legal Requirements. (a) Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their its existence, material rights, licenses, permits and franchises and comply with all Legal Requirements and all Health Care Requirements of all Governmental Authorities and Health Care Authorities applicable to Borrower, Senior Mezzanine Borrowerincluding, Mortgage Borrowerwithout limitation, Prescribed Laws. Borrower shall use reasonable and diligent efforts to enforce the Collateralterms and provisions of the Operating Leases requiring Operator Tenants to do all things necessary to preserve, renew and keep in full force and effect all licenses and permits required to operate a skilled nursing facility or an assisted living facility on the Senior Mezzanine Collateral, Operating Company Properties and to comply with all Legal Requirements and all Health Care Requirements of all Governmental Authorities and Health Care Authorities applicable to Operator Tenants and the Properties, including, without limitation, Prescribed Laws. Borrower shall keep and maintain, or shall cause Operator Tenants to keep and maintain, in full force and effect all Licenses and Health Care Licenses necessary for the operation of the Facility on each Individual Property. Borrower shall cause the Facility located on the applicable Individual Property to remain in operation without interruption in accordance with all Legal Requirements and Health Care Requirements. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any Operator Tenant any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual 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, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all material franchises and trade names and preserve all the remainder of its material property used or useful in the conduct of its business and shall keep the 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 provided in the Mortgages. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times times, as (and in the amounts) is more fully provided elsewhere in this Agreement. Borrower shall use reasonable efforts to cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement to be operated in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement or Health Care Requirement, the applicability of any Legal Requirement or Health Care Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral any Operator Tenant or any Individual Property or any alleged violation of any Legal Requirement or Health Care Requirement, provided that (i) no Event of Default has occurred and remains uncuredintentionally omitted; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsapplicable statutes, laws and ordinances; (iii) none of the Collateral, the Senior Mezzanine Collateral or any no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable final determination thereof comply with any such Legal Requirement or Health Care Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement or Health Care Requirement; (v) if such Legal Requirement has not been complied with, such proceeding shall suspend the enforcement of the contested Legal Requirement or Health Care Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral Borrower and any Individual Property; and (vi) Borrower shall furnish such security as may be is required in the proceeding, or as may be is reasonably requested by Lender, to insure compliance with such Legal Requirement or Health Care 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 or Health Care Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.