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. (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, 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. Borrower hereby covenants and agrees not to commit, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower suffer to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit exist any act or omission affording the federal government or any state or local government Governmental Authority 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 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 used in connection with 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 operation of the O&M Agreement Property. So long as American Express is in accordance compliance with the terms and provisions thereof of the American Express Lease with respect to the matters described in all material respects. After prior notice to Lenderthis Section 5.1, Borrower shall be deemed in compliance with this Section 5.1. (b) Borrower, at its own expense, may contest (or cause Mortgage Borrower permit American Express to contest) contest by appropriate legal proceeding proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, Requirements affecting 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 RequirementProperty, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other 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 Requirementsthereunder; (iii) none of neither the CollateralProperty, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will therein, any of the tenants or occupants thereof, nor Borrower shall be affected in imminent danger any material adverse way as a result of being sold, forfeited, terminated, cancelled or lostsuch proceeding; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply compliance with any such the Legal Requirement determined to be valid Requirements shall not impose civil or applicable criminal liability on Borrower or cure any violation of any such Legal RequirementLender; (v) such proceeding shall suspend unless the enforcement of contest is initiated and conducted by American Express pursuant to the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) American Express Lease Borrower shall furnish such have furnished the security as may be required in the proceedingproceeding or by Lender to ensure compliance by Borrower with the Legal Requirements; and (vi) if the contest is initiated and conducted by Borrower, or as may be Borrower shall have furnished to Lender all other items reasonably requested by Lender, . Borrower shall give written notice to insure compliance with such Legal Requirement, together with all interest Lender of any contest initiated and penalties payable in connection therewith. conducted by Borrower promptly after initiation thereof and shall inform Lender may apply of any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment contest initiated and conducted by American Express of Lender, the validity, applicability or violation of such Legal Requirement which Borrower 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 lostgiven notice by American Express.

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 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. 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. (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, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, it and 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 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 amountsb) 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, the Collateral, the Senior Mezzanine Collateral or any Individual Property Borrower 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 Law; (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, 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, 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 or lostestablished.

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 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 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 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. 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. 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 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. 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 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 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, the First Mezzanine Collateral, the Senior Mezzanine 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 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 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. 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 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. (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, rights, licenses, permits and franchises franchises, and shall comply, or cause Mortgage Borrower and Mezzanine A Borrower, as applicable 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 any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower Borrower, and Borrower shall not permit or cause 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 Properties 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 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 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 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 repairs, renewals, replacements, betterments and improvements thereto reasonably necessary to maintain each Individual Property as (a first class luxury residential apartment building and in the amounts) a condition similar to other first class luxury residential apartment buildings of a type and size similar to such Individual Property, all as 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. . (b) After prior written notice to Lender, Borrower, at its own expenseno expense to Lender, may, or may contest (or cause Mortgage Borrower to contest) to, contest by appropriate legal proceeding proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the or applicability of any Legal Requirement Requirements to Borrower, Senior Mezzanine Mortgage Borrower, Mortgage Borrower or any Individual Property, or the assertion or claim by any Governmental Authority or other Person that Borrower, the Collateral, the Senior Mezzanine Collateral Mortgage Borrower or any Individual Property or any alleged is in violation of any such Legal Requirement, provided that (i) no Event of Default has shall have occurred and remains uncuredbe continuing under the Note, this Agreement or any of the other Loan Documents; (ii) such proceeding shall not violate the provisions of any other mortgage, deed of trust or deed to secure debt affecting such Individual Property; (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower, Senior Mezzanine Mortgage Borrower or Mortgage Borrower such Individual Property is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirementsthereunder; (iiiiv) none of the Collateral, the Senior Mezzanine Collateral A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or any Individual Property 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) , nor any of the tenants or occupants thereof, or Borrower, Mortgage Borrower, any Mortgage Principal, Mezzanine A Borrower or any Mezzanine A Principal shall be affected in imminent danger any material adverse way as a result of being soldsuch proceeding; (v) non-compliance with such Legal Requirement during the pendency of such proceeding shall not impose civil or criminal liability on Borrower, forfeitedMortgage Borrower, terminated, cancelled Mezzanine A Borrower or lost.Lender; and

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. (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, 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 or Operating Tenant and Borrower shall not permit or cause 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 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 cause Mortgage Borrower to exist commit or permit any act or omission affording such right of forfeiture. Borrower shall, and 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, reasonable 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 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 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. . (b) After prior written notice to Lender, Borrower, at its own expense, may contest (may, or cause Mortgage Borrower 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 (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 Laws; (iii) none of the Collateral, the Senior Mezzanine Collateral or neither 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.;

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. 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; (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 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. 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 or the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There Borrowers shall never be committed by Borrower not, 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 amend or modify the remainder organizational documents of its property used or useful such Borrower 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 respectsrespect without Lender’s prior written consent. 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 Mortgage Event of Default, First Mezzanine Event of Default or Second 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. 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. 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 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 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 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. 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. . (b) After prior written notice to Lender, BorrowerPledgor, at its own expense, may contest (may, or cause Mortgage Borrower 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 BorrowerPledgor, 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 Pledgor is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal RequirementsApplicable Laws; (iii) none of the Collateral, the Senior Mezzanine Collateral or neither 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) Pledgor shall, and shall cause Mortgage Borrower shall 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 BorrowerPledgor, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and or any Individual Property; and (vi) Pledgor shall furnish or cause Mortgage Borrower shall 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. Lender may apply any such securitysecurity 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 the Collateral (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost. (c) Notwithstanding the foregoing, Pledgor’s failure to cause Mortgage Borrower to obtain an approved parking plan from the Town of Dedham Planning Board with respect to the Individual Property located at 000 Xxxxxxx Xxxxxx, Dedham, Massachusetts shall not be deemed a violation of Pledgor’s covenants set forth in Section 5.1.1(a) hereof for so long as each of the following conditions are satisfied (collectively, the “Parking Plan Conditions”): (i) the tenant under the Xxxxxxx Lease is able to legally occupy the space leased to such tenant under the Xxxxxxx Lease, (ii) the failure to obtain such approved parking plan does not result in a Material Adverse Effect; (iii) Mortgage Borrower is diligently and expeditiously pursuing such approved parking plan from the Town of Dedham Planning Board; (iv) Borrower promptly provides Lender with copies of all plans, correspondence and documents submitted to the Town of Dedham Planning Board in connection with obtaining such approved parking plan; and (v) on or before the last day of each calendar month, Borrower provides Lender with a written report detailing the actions undertaken by Mortgage Borrower with respect to obtaining such approved parking plan. It shall constitute an Event of Default if Borrower fails to satisfy any of the Parking Plan Conditions and such failure is not cured within ten (10) Business Days after notice to Borrower from Lender.

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. (a) Each Borrower shall, and Party shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, its existence and all material rights, licenses, permits and franchises and (ii) comply in all material respects with all Legal Requirements applicable to Borrowerit and, Senior Mezzanine Borrower, Mortgage Borrowerexcept as would not reasonably be expected to result in a Material Adverse Effect, the Collateral, the Senior Mezzanine Collateral, Operating Company and the PropertiesProperty, including, without limitation, Prescribed Laws. There shall never be committed by any Borrower Party or HOC 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 Borrowerany Borrower Party’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 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 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. . (b) 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 Security Instrument; (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 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. 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 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.

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, Operating Lessee Pledgor and the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower or Operating Lessee Pledgor 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, to cause Operating Lessee 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 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. Borrower shall cause Mortgage Borrower to cause Operating Lessee 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, Mortgage Borrower, Operating Lessee Pledgor 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 Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the CollateralOperating Lessee Pledgor, the Senior Mezzanine Collateral Operating Lessee 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) Mortgage Borrower or Operating Lessee 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 such entities are 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 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; (ivv) Borrower Borrower, Mortgage Borrower, Operating Lessee Pledgor 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; (vvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the CollateralOperating Lessee Pledgor, the Senior Mezzanine Collateral Operating Lessee 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.and

Existence; Compliance with Legal Requirements. (a) 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 in all material respects 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 such Borrower and its Project. Each Borrower shall hereby covenants and agrees 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 or permit to exist any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture as against the Collateral, the Senior Mezzanine Collateral, any Individual Property its Project or any part thereof or any monies paid in performance of such Borrower’s obligations under any of the Loan Documents. . (b) Each 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 that its Project 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 comply in all material respects, to the extent applicable, with the Access Laws. After Notwithstanding any provisions set forth herein or in any other documents regarding Bank’s approval or alterations of its Project, no Borrower shall alter its Project in any manner which would materially increase such Borrower’s responsibilities beyond the extent customary for properties comparable to its Project for compliance with the applicable Access Laws without the prior written approval of Bank, which approval shall not be unreasonably withheld, conditioned, or delayed. The foregoing shall apply to tenant improvements constructed by any Borrower or any of Borrower’s Tenants. Bank may condition any such approval upon receipt of a certificate of Access Law compliance from an architect, engineer, or other person acceptable to Bank. Each Borrower agrees to give prompt notice to LenderBank of the receipt by such Borrower of any written complaints related to violations of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws. (c) Notwithstanding any other provision of this Section, no Borrower shall be deemed to be in default solely by reason of such Borrower’s failure to comply with any applicable Legal Requirement so long as, at its own expensein Bank’s reasonable judgment, may contest each of the following conditions is satisfied: (or cause Mortgage i) Borrower to contest) by appropriate legal proceeding promptly initiated is engaged in and conducted diligently pursuing in good faith and with due diligence, administrative or judicial proceedings appropriate to contest the validity or amount of any Legal Requirementsuch law, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral rule regulation or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncuredorder; (ii) Borrower’s compliance with such proceeding shall be permitted under law, rule, regulation or order would necessarily and be conducted materially prejudice Borrower’s prospects for success 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 Requirementsproceedings; (iii) none noncompliance with any such law, rule, regulation or order will not result in the loss or forfeiture of the Collateral, the Senior Mezzanine Collateral its Project or any Individual Property nor other collateral for the Loan or any material part thereof interest of Bank therein or interest therein will be result in imminent danger of being sold, forfeited, terminated, cancelled any fines or lostother punitive actions or any insurance coverage; and (iv) Borrower deposits with Bank, as security for any payment or performance which may ultimately be required, a sum equal to the amount of any fine, assessment or charge plus the interest, penalties, and other costs which Bank reasonably estimates are likely to become payable if Borrower’s contest is unsuccessful. If Bank determines that any one or more of such conditions is not satisfied or is no longer satisfied, Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid the law, rule regulation or applicable or cure any violation of any such Legal Requirement; order in question, within thirty (v30) 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 days after Bank gives written notice 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 lostdetermination.

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, rights, licenses, permits and franchises 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 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 BorrowerXxxxxxxx’s obligations 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 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. (b) Xxxxxxxx agrees that the Property shall at all times comply with the requirements of the Access Laws, to the extent such Access Laws are applicable to the Property. Notwithstanding any provisions set forth herein or in any other documents regarding Xxxxxx’s approval or alterations of the Property, Borrower shall cause Mortgage Borrower to operate not alter the Property in any Individual Property that is the subject of the O&M Agreement in accordance manner which would materially increase Borrower’s responsibilities for compliance with the terms and provisions thereof in all material respectsapplicable Access Laws without the prior written approval of Lender. After prior notice The foregoing shall apply to Lender, Borrower, at its own expense, may contest (or cause Mortgage tenant improvements constructed by 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 tenants. Lender may condition 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 approval upon receipt of a finalcertificate of Access Law compliance from an architect, non-appealable determination thereof comply with any such Legal Requirement determined engineer, or other person acceptable to be valid or applicable or cure any violation Lender. Xxxxxxxx agrees to give prompt notice to Xxxxxx of the receipt by Borrower of any such Legal Requirement; (v) such proceeding shall suspend the enforcement written complaints related to violations of any Access Laws and of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and commencement of any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, proceedings or as may be reasonably requested by Lender, investigations which relate 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 lostapplicable Access Laws.

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 A 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 Property, the Collateral, the Senior Mezzanine Collateral, any Individual Property A 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 Mortgage Borrower, Mortgage BorrowerCPLV Tenant, the Collateral, the Senior Mezzanine A 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 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.the

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, 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. 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 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 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 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; (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 (a) Borrower and Operating Company to, Mortgage Borrower 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 Borrowerit, 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 DocumentsProperty. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such any Governmental Authority the right of forfeitureforfeiture as against the Collateral, the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all used in connection with 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 operation of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. Property. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or cause permit Mortgage Borrower to contest) contest by appropriate legal proceeding proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, Requirements affecting 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 RequirementProperty, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower, Senior Mezzanine Mortgage 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 Requirementsthereunder; (iii) none of neither 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 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) , any of the tenants or occupants thereof, nor Mortgage Borrower, nor Borrower shall be affected in imminent danger any material adverse way as a result of being soldsuch proceeding; (iv) non-compliance with the Legal Requirements shall not impose civil or criminal liability on Borrower, forfeited, terminated, cancelled Mortgage Borrower or lost.Lender;

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 LenderLender (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 LenderXxxxxx (provided, in no event shall the security requested by Lender be in an amount greater than one hundred percent (100%) of the maximum amount reasonably expected by Lender 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. 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 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. (b) Notwithstanding anything contained in this Section 5.1.1 to the contrary, (i) with respect to each Individual Property that is subject to an Effective Operating Lease or (ii) an LC Covered Property, any breach of the covenants or agreements set forth in this Section 5.1.1 which does not have and which would not reasonably be expected to have a Material Adverse Effect, such breach shall not be a Default or Event of Default as long as Borrower is using reasonable and diligent efforts to enforce its rights under the applicable Effective Operating Lease to cause the Operator Tenant thereunder to cure such breach and (ii) with respect to each Individual Property that is a LC Covered Property, any breach of the covenants or agreements set forth in this Section 5.1.1 which does not subject Lender to any criminal liability shall not be a Default hereunder as long as such Individual Property remains an LC Covered Property.

Existence; Compliance with Legal Requirements. (a) 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 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 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 knowingly 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 State or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any material 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, nor to knowingly 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 in the amounts) more fully provided elsewhere in this Agreement. Borrower shall keep or cause Mortgage Borrower to operate any Individual be kept the Property that insured at all times, to such extent and against such risks, and maintain liability and such other insurance, as is the subject of the O&M Agreement more fully provided in accordance with the terms and provisions thereof in all material respects. this Agreement. (b) 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 uncuredexists; (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 Laws; (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 or cause compliance 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 or 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 or direct the application of any such securitysecurity or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, when the validity, applicability or violation of such Legal Requirement is finally established or in the Collateral, reasonable opinion of Lender 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, 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. 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. 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 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, 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. 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 (a) Borrower, Senior Mezzanine Borrower and Operating Company to, Mortgage Borrower 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 it, Mortgage 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 DocumentsProperty. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such any Governmental Authority the right of forfeitureforfeiture as against the Collateral, the Property or any part thereof or any monies paid in performance of Borrower's obligations under any of the Loan Documents. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all used in connection with 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 operation of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. Property. (b) After prior written notice to Lender, Borrower, at its own expense, may contest (or cause permit Mortgage Borrower to contest) contest by appropriate legal proceeding proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, Requirements affecting 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 RequirementProperty, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower, Senior Mezzanine Borrower, Mortgage 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 Requirementsthereunder; (iii) none of neither 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 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) , any of the tenants or occupants thereof, nor Mortgage Borrower, nor Borrower shall be affected in imminent danger any material adverse way as a result of being soldsuch proceeding; (iv) non-compliance with the Legal Requirements shall not impose civil or criminal liability on Borrower, forfeited, terminated, cancelled Mortgage Borrower or lost.Lender;

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. Borrower hereby covenants and agrees not to commit, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower suffer to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit exist any act or omission affording the federal government or any state or local government Governmental Authority 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 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 used in connection with 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 operation of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. Property. (a) After prior written notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding proceeding, promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, Requirements affecting 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 RequirementProperty, provided that (i) no Default or Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other 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 Requirementsthereunder; (iii) none of neither the CollateralProperty, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will therein, any of the tenants or occupants thereof, nor Borrower shall be affected in imminent danger any material adverse way as a result of being sold, forfeited, terminated, cancelled or lostsuch proceeding; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply compliance with any such the Legal Requirement determined to be valid Requirements shall not impose civil or applicable criminal liability on Borrower or cure any violation of any such Legal RequirementLender; (v) such Borrower shall have furnished the security as may be required in the proceeding shall suspend or as may be reasonably required by Lender to ensure compliance by Borrower with the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual PropertyRequirements; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be have furnished to Lender all other items 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 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. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower Operating Lessee and Operating Company to, each other Loan Party 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 the Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Lessee and such other Loan Parties and the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Lawslimitation the procurement of all necessary and required hospitality or innkeepers licenses. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower any Borrower, Operating Lessee, any other Loan Party or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the PropertiesCollateral acting on behalf of Borrower, including Operating Company, to commit Lessee or any Loan Party 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 Properties or any part thereof or any monies paid in performance of Borrower’s, Operating Lessee’s or any other Loan Party’s obligations under any of the Loan Documents. Borrower Borrower, Operating Lessee and each other Loan Party hereby covenants covenant and agrees agree not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shallBorrower, Operating Lessee and each other Loan Party 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 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, all as more fully provided in the Security Instruments. Borrower Borrower, Operating Lessee and each other Loan Party shall cause Mortgage Borrower to keep the Properties 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, Operating Lessee or any of the other Loan Parties, 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 such other Loan Party 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 Operating Lessee or Mortgage Borrower such other 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; (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 Borrower, Operating Lessee and each other Loan Party, 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, Operating Lessee or such other Loan Party or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower Borrower, Operating Lessee or the applicable Loan Party shall furnish such security as may be required in the proceeding, or proceeding to the extent the amount contested is in excess of $350,000 for the Properties as may be reasonably requested by Lendera whole at any one time, 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, shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company Borrowers to, as applicable) 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 to comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, such Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Collateral and the Property or Properties, including, without limitation, Prescribed Lawsbuilding and zoning ordinances and codes. 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 any Property or the Properties, including Operating Company, 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 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 Mortgage Borrowers 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 keep or cause Mortgage Borrowers to keep the Property or Properties owned by such Mortgage 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. Borrower shall cause Mortgage Borrowers to cause the Property or Properties owned by such Mortgage 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. Borrower shall cause each 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) Properties owned by 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.Mortgage

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, knowingly 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 as currently conducted, 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 Security Instrument and this Agreement. Borrower shall cause Mortgage Borrower keep the Property insured at all times by financially sound and reputable insurers, to operate any Individual Property that such extent and against such risks, and maintain liability and such other insurance, as is the subject of the O&M Agreement more fully provided in accordance with the terms and provisions thereof in all material respectsthis Agreement. 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 BorrowerBorrower and the Property, Senior Mezzanine Borrowerif applicable, Mortgage Borroweror Borrower shall have complied with such Legal Requirement under protest, or the Collateral, the Senior Mezzanine Collateral and any Individual Propertytime to comply with such Legal Requirement shall otherwise not have expired; 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, 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 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 Laws, building and zoning codes and certificates of occupancy. With respect to the Properties operating under a temporary certificate of occupancy, Borrower and Operating Lessee 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 or Operating Lessee’s (as applicable) business to obtain a permanent certificate of occupancy for such Property. In the event Borrower or Operating Lessee (as applicable) receives a permanent certificate of occupancy, Borrower or Operating Lessee shall promptly deliver to Lender such permanent certificate of occupancy. 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, 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 or Operating Lessee’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 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 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 (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 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 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 and 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 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 Operating Lessee and any Individual 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 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 and Operating Lessee shall operate each Individual Property in accordance with the terms and provisions of each O&M Program, if any. Borrower and Operating Lessee 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. 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. 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. 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 or cause to be kept 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 keep or cause Mortgage Borrower to keep be kept 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 acknowledges that is the subject zoning report obtained by Lender in connection with the closing of the O&M Agreement in accordance Loan did not, as of the Closing Date, contain results from the applicable Governmental Authority with regard to the terms existence of fire code violations. Subject to the following sentence, Borrower agrees, upon receipt of the results of such report, to promptly cure and/or remedy any violations which may be disclosed by such search and provisions thereof in all material respectszoning report. 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. 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 it 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 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 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 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 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; (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 and Borrower or 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. 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. To the extent necessary to avoid a material adverse effect, Borrower shall, shall do and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, to do or cause to be done with reasonable promptness 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 material Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company Property and the PropertiesCollateral, including, without limitation, Prescribed Laws. There shall never be committed by Borrower or Mortgage 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, Property or 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 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 keep or cause Mortgage Borrower to 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 AgreementMortgage. 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 CollateralBorrower, the Senior Mezzanine Property or the Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (ia) no Event of Default or Mortgage Loan Event of Default has occurred and remains uncured; (iib) such proceeding shall be permitted not result in a default under and be conducted in accordance with the provisions of any applicable material instrument agreement 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 the Collateral 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, the CollateralBorrower, the Senior Mezzanine Collateral and any Individual the Property; and (vif) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, proceeding 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. 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 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 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 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 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, 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 promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair. Borrower to shall keep the Properties Property insured at all times as (and in the amounts) provided elsewhere in required by 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 LenderAgent, 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 the other Loan Documents and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (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 LenderAgent, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith; and (vii) such contest shall not materially delay or affect the construction of the Project as required under this Agreement. Lender Agent may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of LenderAgent, 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 part thereof or interest therein) shall could be in imminent danger of being sold, forfeited, terminated, cancelled or lostlost or there shall be any danger of the Lien of the Mortgage 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 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 it and the Properties, 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, 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 to Lender 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 as (by insurers and in with coverage required by the amounts) provided elsewhere in terms 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 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 uncuredthen exists; (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, prior to commencement of such contest, notify Lender of any such contest if such contest equals or exceeds $1,000,000 and Borrower shall promptly notify Lender of the pendency of all other contests, (v) Borrower shall 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 and Borrower or any Individual Property; and (vivii) Borrower shall furnish such security as may be required in the proceeding, or if no security is required in the proceeding and the contested amount is equal to or greater than $1,000,000, 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, the Collateral, the Senior Mezzanine Collateral, Operating Company Borrower and the Properties, including, without limitation, Prescribed LawsProperty (or any portion thereof). 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 or any portion thereof 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 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, USActive 36631986.12 -92- or cause to be made, all reasonably necessary repairs, renewals and replacements thereto, all as more fully provided in the Building Loan 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 LenderAgent, 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 Property (or any Individual Property portion thereof) or any alleged violation of any Legal Requirement; provided, provided that 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 LenderAgent, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender Agent may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of LenderAgent, 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. 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, 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 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, 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 or Operating Lessee, and Borrower and Operating Lessee 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 and Operating Lessee’s obligations under any of the Loan Documents. Borrower and Operating Lessee each hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeitureforfeiture with respect to the Property. Borrower shall, and Operating Lessee each shall cause Mortgage Borrower to, at all times maintain, preserve and protect all of 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 and the other Loan Documents. Borrower or Operating Lessee each shall keep or cause Mortgage Borrower to keep be kept 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 may, 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, USActive 30748472.10 -66- the applicability of any Legal Requirement to BorrowerBorrower or Operating Lessee or the Property, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal RequirementRequirement by Borrower or Operating Lessee with respect to the Property, provided that (i) no Event of Default has occurred and remains uncuredis continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material or governing 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 lost; (iv) Borrower or Operating Lessee, as applicable, 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; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Borrower or any other Loan Party or the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceedingproceeding or if none, or as may be reasonably if requested by Lender, in an amount reasonably required to insure compliance with such Legal Requirement, together with Requirement and payment of all interest and penalties penalties, if any, payable in connection therewith. Lender may apply any such securitysecurity 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 and Borrower or any other Loan Party fails to comply therewith, 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 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 LenderLxxxxx, BorrowerBxxxxxxx, 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 LenderLxxxxx, 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. (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, rights, licenses, permits and franchises 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 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 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. (b) Borrower agrees that the Property 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 comply in all material respectsrespects with the requirements of the Access Laws, to the extent such Access Laws are applicable to the Property. Notwithstanding any provisions set forth herein or in any other documents regarding Administrative Agent’s approval or alterations of the Property, Borrower shall not alter the Property in any manner which would materially increase Borrower’s responsibilities for compliance with the applicable Access Laws without the prior written approval of Administrative Agent, not to be unreasonably withheld, conditioned or delayed. The foregoing shall apply to tenant improvements constructed by Borrower or any Tenants (it being agreed that if Administrative Agent approves (or is deemed to have approved) the construction of tenant improvements pursuant to a Lease, Administrative Agent shall be deemed to have also consented to such alterations pursuant to this Section 4.1.1(a)). Administrative Agent may condition any such approval upon receipt of a certificate of Access Law compliance from an architect, engineer, or other person acceptable to Administrative Agent. Borrower agrees to give prompt notice to Administrative Agent of the receipt by Borrower of any written complaints related to violations of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws. (c) 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 RequirementRequirement (including, without limitation, Access Laws), 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 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 Lender, 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 good faith 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 thereinthereof) shall be is in imminent danger of being sold, forfeited, terminated, cancelled or lostlost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien and otherwise shall return the balance of such security to Borrower upon the resolution of the applicable contest.