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

Existence; Compliance with Legal Requirements. Each of Borrower and Master Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect Borrower’s and Master Tenant’s existence, rights, licenses, permits, authorizations and franchises, respectively, to the extent necessary to the ownership and/or operation of the Property, as the case may be, and comply in all material respects with all Legal Requirements applicable to Borrower, Master Tenant and the Property, including all regulations, building and zoning codes and certificates of occupancy. There shall never be committed by Borrower or Master Tenant, and Borrower shall never knowingly and intentionally permit any other Person in occupancy of or involved with the operation or use of the Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, or knowingly to permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, or shall cause Master Tenant to, at all times maintain, (x) preserve and protect all franchises and trade names used in the operation of the Property and preserve all the remainder of its property used or useful in the conduct of its business and (y) keep the Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Loan Documents. Borrower shall, or shall cause Master Tenant to, keep the Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender (or cause to be provided to 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 Lender of the receipt by Borrower, Master Tenant and/or Manager 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. After prior written notice to Lender, Borrower or Master Tenant, at Borrower’s or Master Tenant’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or Master Tenant or 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 instrument to which Borrower or Master Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in impending danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and shall cause Master Tenant to, promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Master Tenant and/or the Property, as applicable; and (vi) Borrower shall furnish, or shall cause Master Tenant to furnish, such security as may be required in the proceeding, or (if no security is required in the proceeding) as may be requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender (x) may apply any such security, 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 Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost, (y) shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.

Existence; Compliance with Legal Requirements. Each of Borrower shall, and Master Tenant shall cause each Borrower Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect Borrower’s and Master Tenant’s its existence, rights, material licenses, permits, authorizations material permits and franchises, respectively, to the extent necessary to the ownership and/or operation of the Property, as the case may be, material franchises and comply in all material respects with all Legal Requirements applicable to Borrowerit, Master Tenant each Mortgage Loan and the each Real Property, including subject, in all regulationsrespects, building and zoning codes and certificates to the terms of occupancyeach Approved Annual Budget. There shall never be committed by any Borrower or Master Tenant, Entity and Borrower shall never knowingly not, and intentionally shall cause each Borrower Subsidiary not to, permit any other Person in occupancy of or involved with the operation or use of the any Real Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the any Real Property or any part thereof or any monies paid in performance of Borrowerany Borrower Entity’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to to, and shall cause each Borrower Subsidiary not to, commit, or knowingly to permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, or and shall cause Master Tenant each Borrower Subsidiary to, at all times maintain, (x) preserve and protect all franchises and trade names used in the operation of the Property and preserve all the remainder of its property used or useful in the conduct of its business and (y) shall keep the Real Property in good working order and repairrepair and consistent with the Annual Approved Budget, 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 DocumentsMortgages. Borrower shall, or and shall cause Master Tenant each Borrower Subsidiary to, keep the Real Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender (or cause to be provided to 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 Lender of the receipt by Borrower, Master Tenant and/or Manager 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. After prior written notice to Lender, Borrower or Master Tenant, at Borrower’s or Master Tenant’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or Master Tenant or 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 instrument to which Borrower or Master Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in impending danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and shall cause Master Tenant to, promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Master Tenant and/or the Property, as applicable; and (vi) Borrower shall furnish, or shall cause Master Tenant to furnish, such security as may be required in the proceeding, or (if no security is required in the proceeding) as may be requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender (x) may apply any such security, 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 Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost, (y) shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.

Existence; Compliance with Legal Requirements. Each of Borrower shall and Master shall use commercially reasonable efforts to cause CPLV Tenant shall to do or cause to be done all things necessary to preserve, renew and keep in full force and effect Borrower’s and Master Tenant’s in all material respects its existence, rights, licenses, permits, authorizations permits and franchises, respectively, to the extent necessary to the ownership and/or operation of the Property, as the case may be, franchises and comply in all material respects with all Legal Requirements applicable to Borrower, Master Tenant it and the Property, including all regulationsincluding, without limitation, building and zoning codes and certificates of occupancyoccupancy and the procurement of all necessary and required hospitality, liquor, gaming or innkeeper’s licenses. There shall never be committed by Borrower or Master TenantBorrower, and Borrower shall use commercially reasonable efforts to never knowingly and intentionally permit any other Person Person, including CPLV Tenant, in occupancy of or involved with the operation or use of the Property to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, or knowingly to permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, or shall and shall use commercially reasonable efforts to cause Master CPLV Tenant to, to at all times maintain, (x) preserve and protect all franchises and trade names used in the operation of the Property and preserve in all material respects all the remainder of its property used or useful in the conduct of its business and (y) shall keep the 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, or shall cause Master CPLV Tenant to, keep the Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender (or cause to be provided to 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 Lender of the receipt by Borrower, Master Tenant and/or Manager 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. After prior written notice to LenderLender (except no notice shall be required in the event the amounts subject to contest at any time shall not exceed $1,000,000, Borrower individually or Master Tenantin the aggregate), Borrower, at Borrower’s or Master Tenant’s own expense, may (or may permit CPLV Tenant to, at CPLV Tenant’s own expense) 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 or Master Borrower, CPLV Tenant or 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, (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 instrument to which Borrower or Master Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in impending danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and shall cause Master Tenant to, promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Master CPLV Tenant and/or or the Property, as applicable; and (vi) Borrower shall furnish, or shall cause Master Tenant to furnish, furnish such security as may be required in the proceeding, or (if no security is required in the proceeding) event the amount reasonably determined to be necessary to cause compliance with such Legal Requirement exceeds $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 (x) 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 Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost, (y) shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.

Existence; Compliance with Legal Requirements. Each of Borrower and Master Tenant shall do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect Borrower’s its (i) existence and Master Tenant’s existence, (ii) any material rights, licenses, permitspermits and franchises and (b) subject to such Borrower’s right to contest such Legal Requirements in accordance with this Section 5.1.1, authorizations and franchises, respectively, to the extent necessary to the ownership and/or operation of the Property, as the case may becomply, and comply cause Senior Borrower to comply, in all material respects with all Legal Requirements applicable to Borrowerit, Master Tenant the Collateral and the PropertyProperties, including all regulationsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by Borrower or Master TenantBxxxxxxx, and Borrower shall never knowingly and intentionally permit any other Person in occupancy of or involved with the operation or use of the Property Properties or Collateral to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or knowingly to permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, or shall cause Master Tenant Senior Borrower to, at all times maintain, (x) preserve and protect all franchises and trade names used in the operation of the Property and preserve all the remainder of its property used or useful in the material to its conduct of its business and (y) shall keep the Property Properties in good working order and repairrepair (ordinary wear and tear and Casualty excepted), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements replacements thereto, all as more fully provided in the Loan Documents. Borrower shallshall keep, or shall cause Master Tenant toSenior Borrower to keep, keep the Property Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided under Policies in compliance with Article VI of this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender (or cause to be provided to 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 Lender of the receipt by Borrower, Master Tenant and/or Manager 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. After prior written notice to Lender, Borrower or Master TenantSenior Borrower, at Borrower’s or Master TenantSenior Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Borrower or Master Tenant or the 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 instrument to which Borrower or Master Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the no Individual Property nor any part thereof or interest therein will be in impending imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and or shall cause Master Tenant Senior Borrower to, promptly upon final determination thereof comply comply, in all material respects, with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Master Tenant and/or the Senior Borrower or any Individual Property, as applicable; and (vi) if Borrower or Senior Borrower has not paid any contested amounts under protest such that no security is so required, Borrower shall furnish, or shall cause Master Tenant Senior Borrower to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender (if to the extent no such security is required in the proceeding) as may to be requested by deposited with Senior Lender), to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewiththerewith (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender (x) 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 and Borrower does not timely comply therewith, or the cause Senior Borrower to comply therewith, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (y) shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.

Existence; Compliance with Legal Requirements. Each of Borrower and Master Tenant shall do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect Borrower’s its (i) existence and Master Tenant’s existence, (ii) any material rights, licenses, permitspermits and franchises and (b) subject to such Borrower’s right to contest such Legal Requirements in accordance with this Section 5.1.1, authorizations and franchises, respectively, to the extent necessary to the ownership and/or operation of the Property, as the case may becomply, and comply cause Senior Borrower to comply, in all material respects with all Legal Requirements applicable to Borrowerit, Master Tenant the Collateral and the PropertyProperties, including all regulationsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by Borrower or Master TenantXxxxxxxx, and Borrower shall never knowingly and intentionally permit any other Person in occupancy of or involved with the operation or use of the Property Properties or Collateral to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or knowingly to permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, or shall cause Master Tenant Senior Borrower to, at all times maintain, (x) preserve and protect all franchises and trade names used in the operation of the Property and preserve all the remainder of its property used or useful in the material to its conduct of its business and (y) shall keep the Property Properties in good working order and repairrepair (ordinary wear and tear and Casualty excepted), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements replacements thereto, all as more fully provided in the Loan Documents. Borrower shallshall keep, or shall cause Master Tenant toSenior Borrower to keep, keep the Property Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided under Policies in compliance with Article VI of this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender (or cause to be provided to 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 Lender of the receipt by Borrower, Master Tenant and/or Manager 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. After prior written notice to Lender, Borrower or Master TenantSenior Borrower, at Borrower’s or Master TenantSenior Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Borrower or Master Tenant or the 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 instrument to which Borrower or Master Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the no Individual Property nor any part thereof or interest therein will be in impending imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and or shall cause Master Tenant Senior Borrower to, promptly upon final determination thereof comply comply, in all material respects, with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Master Tenant and/or the Senior Borrower or any Individual Property, as applicable; and (vi) if Borrower or Senior Borrower has not paid any contested amounts under protest such that no security is so required, Borrower shall furnish, or shall cause Master Tenant Senior Borrower to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender (if to the extent no such security is required in the proceeding) as may to be requested by deposited with Senior Lender), to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewiththerewith (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender (x) may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of LenderXxxxxx, the validity, applicability or violation of such Legal Requirement is finally established and Borrower does not timely comply therewith, or the cause Senior Borrower to comply therewith, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (y) shall make such security available to Borrower or Master Tenant, as the case may be, to satisfy any obligation that may be payable by it in connection with the matter so contested, and (z) provided that no Event of Default has occurred and is continuing, shall release any balance of such security to Borrower or Master Tenant, as the case may be.