Common use of REOA Clause in Contracts

REOA. (a) Mortgage Borrower is a party (either directly or as a successor-in-interest) to the REOA and has not been amended or modified and Mortgage Borrower’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease); (b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA; (f) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.

REOA. Borrower hereby represents and warrants to Lender the following with respect to each REOA: (a) Mortgage Borrower is a party (either directly or as a successor-in-interest) to the REOA and has not been amended or modified and Mortgage Borrower’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease); (b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect;, (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative AgentLender, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA; (f) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.

REOA. Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (a) Mortgage Borrower shall, or shall cause CPLV Tenant to, pay all charges and other sums to be paid by Borrower pursuant to the terms of the REOA as the same shall become due and payable and prior to delinquency. After prior written notice to Lender with respect to a Material REOA, Borrower (or CPLV Tenant pursuant to the CPLV Lease), at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any charges required to be paid by Borrower pursuant to the REOA, provided, that (x) any contest by CPLV Tenant shall be subject to the terms and conditions of the CPLV Lease and CPLV Lease SNDA and (y) any contest by Borrower of the Material REOA shall be subject to the following conditions: (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 the Material REOA and any other instrument to which Borrower is subject or by which the Property is bound and shall not constitute a party default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (either directly iii) the Property and no part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) no Material REOA will be in danger of being terminated; (v) Borrower shall promptly upon final determination thereof pay the amount of any such charges, together with all costs, interest and penalties which may be payable in connection therewith; and (vi) Borrower shall furnish such security as may be required in the proceeding to insure the payment of any such charges, together with all interest and penalties thereon; (b) Borrower shall and shall use commercially reasonable efforts to cause CPLV Tenant to comply, in all material respects, with all of the terms, covenants and conditions on the Borrower’s part to be complied with pursuant to terms of the Material REOA; (c) Borrower shall and shall use commercially reasonable efforts to cause CPLV Tenant to take commercially reasonable actions as may be necessary from time to time to preserve and maintain the Material REOA, in all material respects, in accordance with applicable laws, rules and regulations; (d) To the extent Borrower has the rights under the applicable REOA, Borrower shall, and shall use commercially reasonable efforts to cause CPLV Tenant to, enforce, in a successor-in-interest) commercially reasonably manner, the material obligations to be performed by the parties to the REOA (other than Borrower); (e) Borrower shall promptly furnish to Lender any written notice of default or other material communication delivered to Borrower in connection with any Material REOA (or any default under any other REOA which may result in a Material Adverse Effect) by any party to the REOA or any third-party other than routine correspondence and has invoices; (f) Borrower shall not, without the prior written consent of Lender, not been amended to be unreasonably withheld, conditioned or modified delayed, take any action to terminate, surrender, or accept any termination or surrender of, any Material REOA or any other REOA required for the operation of the Property as required hereunder or during an Event of Default (other than a CPLV Lease Default so long as Borrower is proceeding to cure subject to the terms and Mortgage Borrower’s interest therein has within the time periods set forth in Section 8.3 hereof) (and hereby assigns to Lender any right it may have to take any action to terminate, surrender, or accept any termination or surrender of, any REOA); (g) Borrower shall not been assigned pursuant assign (other than to any assignment which survives the Closing Date except the assignment to Mortgage Lender or CPLV Tenant pursuant to the Mortgage Loan Documents CPLV Lease) or encumber its rights under the REOA (other than Permitted Encumbrances), provided that Mortgage Borrower has granted CPLV may grant Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease); (b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA; (f) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage If Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower under the REOA have been paid by reason of foreclosure of the related Mortgage, deed-in-lieu of foreclosure or otherwise, such party shall (x) succeed to all of the extent they are payable rights of and benefits accruing to Borrower under the date hereofREOA, and (y) be entitled to exercise all of the rights and benefits accruing to Borrower under the REOA. At such time as Lender shall reasonably request, Borrower agrees to execute and deliver to Lender such documents as Lender and its counsel may reasonably require in order to insure that the provisions of this Section will be validly and legally enforceable and effective against Borrower and all parties claiming by, through, under or against Borrower.

REOA. Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (a) Borrower shall not, without Lender’s prior written consent, permit Mortgage Borrower is or Maryland Owner to materially amend, modify or supplement, or consent to or suffer the material amendment, modification or supplementation of any REOA except that Lender shall not unreasonably withhold its consent to any amendment or modification which will not be deemed to have a party (either directly material adverse effect on the use, value or as a successor-in-interest) to the REOA and has not been amended operation of any Individual Property or modified and Mortgage Borrower’s interest therein has not been assigned pursuant ability to any assignment which survives pay the Closing Date except Monthly Debt Service Payment Amount including the assignment to Mortgage Lender pursuant to payment due on the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease)Maturity Date; (b) Borrower shall cause Mortgage Borrower and Maryland Owner to Borrower’s Knowledge, the REOA is in full force pay all charges and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure other sums to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) paid by Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work Maryland Owner pursuant to the REOAterms of each REOA as the same shall become due and payable and prior to the expiration of any applicable grace period therein provided. After prior written notice to Lender, Borrower may, at Borrower’s own expense, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the cost of which Mortgage Borrower amount or to Borrower’s Knowledge such other party is validity or will be entitled to charge application in whole or in part of any charges required to be paid by Mortgage Borrower or Maryland Owner pursuant to any REOA, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under the provisions of the REOA except in the ordinary course of operation and be conducted in accordance with the REOA; (f) provisions of such REOA and any other instrument to which Mortgage Borrower has or Maryland Owner, as applicable, is subject or by which the applicable Individual Property is bound and shall not received notice constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) the Individual Property and no part thereof or interest therein will be in danger of any settlementsbeing sold, claimsforfeited, counterclaims terminated, cancelled or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses lost; (iv) the applicable REOA will not be in danger of being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOAterminated; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.

REOA. (a) Mortgage Neither Borrower is a party (either directly nor Maryland Owner shall, without Lender’s prior written consent, terminate, materially amend, materially modify or as a successor-in-interest) materially supplement, or consent to the REOA and has termination, material amendment, material modification or material supplementation of any REOA, except that Lender shall not been amended or modified and Mortgage Borrower’s interest therein has not been assigned pursuant unreasonably withhold its consent to any assignment termination, amendment, modification or supplementation which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease); (b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a have an Individual Material Adverse Effect;. (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (db) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect and/or Maryland Owner shall pay all charges and other sums to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage be paid by Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work and Maryland Owner pursuant to the REOAterms of each REOA as the same shall become due and payable and prior to the expiration of any applicable notice and/or grace period therein provided. Borrower and/or Maryland Owner, at Borrower’s and/or Maryland Owner’s own expense, may contest by appropriate legal proceeding, arbitration, mediation or other alternate dispute resolution promptly initiated and conducted in good faith and with diligence, the cost of which Mortgage Borrower amount or to Borrower’s Knowledge such other party is validity or will be entitled to charge application in whole or in part of any charges required to Mortgage be paid by Borrower and/or Maryland Owner pursuant to any REOA, provided that (i) such proceeding shall not be prohibited under the provisions of the REOA except in the ordinary course of operation and shall be conducted in accordance with any applicable provisions of such REOA and any other instrument to which Borrower and/or Maryland Owner, as applicable, is subject or by which the REOA;applicable Individual Property is bound and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (ii) neither the Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iii) the applicable REOA will not be in danger of being terminated; (iv) Borrower and/or Maryland Owner, as applicable, shall promptly upon final non-appealable determination thereof pay the amount of any such charges, together with all costs, interest and penalties which may be payable in connection therewith; and (v) such proceeding shall suspend the collection of such charges from Borrower and/or Maryland Owner and the Individual Property to which the REOA applies. (c) Each of Borrower and Maryland Owner shall comply, in all material respects, with all of the terms, covenants and conditions on Borrower’s and Maryland Owner’s part to be complied with pursuant to terms of each REOA except where the failure to so comply would not reasonably be expected to have an Individual Material Adverse Effect. (d) Each of Borrower and Maryland Owner shall take all actions as may be necessary from time to time to preserve and maintain each REOA in accordance with applicable laws, rules and regulations except where the failure to take such action will not reasonably be expected to have an Individual Material Adverse Effect. (e) Each of Borrower and Maryland Owner shall enforce, in a commercially reasonable manner, the obligations to be performed by the parties to any REOA (other than Borrower or Maryland Owner, as applicable) except where the failure to so enforce would not reasonably be expected to have an Individual Material Adverse Effect. (f) Mortgage Each of Borrower has not received and Maryland Owner shall promptly furnish to Lender any notice of default actually received by Borrower or Maryland Owner in connection with any settlements, claims, counterclaims or defenses and, REOA by any party to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the such REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA;any third-party. (g) Mortgage Neither Borrower has not requested that a matter be submitted nor Maryland Owner shall assign (other than to arbitration Lender) or encumber its rights under any REOA except as otherwise permitted under any of the REOA; andLoan Documents. (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid Subject to the extent they are payable terms of the REOA, if Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower and/or Maryland Owner under any REOA by reason of foreclosure of the related Security Instrument, deed-in-lieu of foreclosure or otherwise, such party shall (i) succeed to all of the date hereof.rights of and benefits accruing to Borrower and/or Maryland Owner, as applicable, under such REOA and (ii) be entitled to exercise all of the rights and benefits accruing to Borrower and/or Maryland Owner, as applicable, under such REOA. At such time as Lender shall request, each of Borrower and Maryland Owner agrees to execute and deliver to Lender such documents as Lender and its counsel may reasonably require in order to ensure that the provisions of this Section 5.1.24

REOA. (a) Mortgage An Individual Borrower or Maryland Owner is a party (either directly or as a successor-in-interest) to the each REOA, and each REOA is in full force and effect and has not been amended or modified except as disclosed on Schedule 4.1.44 and Mortgage each of Borrower’s or Maryland Owner’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease);Documents. (b) to To Borrower’s Knowledge, the Knowledge each REOA is in full force and effect and the REOA is in full material compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in for such non-compliance with applicable local, state and federal laws, rules and regulations as would not reasonably be expected to result in a an Individual Material Adverse Effect;. (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to To Borrower’s Knowledge, Mortgage neither Borrower nor Maryland Owner nor any other party to any REOA is not in default under any REOA and there are no grounds for default thereunder after the REOA;giving of the requisite notice thereunder, other than such defaults as would not reasonably be expected to result in an Individual Material Adverse Effect. (d) Borrower has To Borrower’s Knowledge, no Knowledge of any current or outstanding notices notice of termination or default has been given to Borrower or Maryland Owner with respect to the REOA;any REOA except for those which have been cured or which would not reasonably be expected to result in an Individual Material Adverse Effect. (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to To the best of Borrower’s Knowledge, the current addresses to which notices are sent to each of Borrower or Maryland Owner or any other party to any REOA are correctly set forth in such REOA or in any amendment, notice or other document provided therewith. (f) To Borrower’s Knowledge, none of the other parties to any REOA (i.e., excluding Borrower and Maryland Owner) has performed any material work pursuant to the such REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower or Maryland Owner under the provisions of the REOA except in the ordinary course of operation in accordance with the such REOA;. (fg) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there There are no set-offs, claims, counterclaims or defenses being asserted in writingby Borrower, if anyMaryland Owner or, required under the to Borrower’s Knowledge, any other party to any REOA or otherwise known by Borrower for the enforcement of the obligations under the any REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and. (h) To Borrower’s Knowledge, there are no liens capable of being asserted for amounts due under the provisions of any REOA which, if unpaid, may be asserted as a lien prior to the lien of the Security Instrument. (i) To Borrower’s Knowledge, all common charges and other sums due from Mortgage each of Borrower or Maryland Owner under the REOA any REOA, if any, have been paid to the extent they are payable to the date hereof.

REOA. Borrower hereby represents and warrants to Lender that, except as may otherwise be set forth in the REOA Estoppel: (a) Mortgage Fee Borrower is a party (either directly or as a successor-in-interest) to the REOA and, to the best of Borrower’s knowledge, the REOA is in full force and effect and has not been amended or modified and Mortgage Fee Borrower’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease)Documents; (b) to the best of Borrower’s Knowledgeknowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect;, (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to best of Borrower’s Knowledgeknowledge, Mortgage Fee Borrower is not in default under the REOAREOA and no other party to the REOA is in default thereunder and there are no grounds for default thereunder after the giving of the requisite notice thereunder; (d) Borrower has no Knowledge knowledge of any current or outstanding notices notice of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to the best of Borrower’s Knowledgeknowledge, and after giving effect to notices of Fee Borrower’s address given to CUSCO on or about the date hereof, the current addresses to which notices are sent to Fee Borrower or any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge are correctly set forth in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA; (f) Mortgage Borrower has not received notice to the best of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledgeknowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writingor capable of being asserted after giving the requisite notice, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage to the best of Borrower’s knowledge, there are no liens capable of being asserted for amounts due under the provisions of the REOA which, if unpaid, would become a lien prior to the lien of the Mortgage; (h) to the best of Borrower’s knowledge, neither Fee Borrower nor any other party to the REOA has not requested that a matter be submitted to arbitration under the REOA; (i) to the best of Borrower’s knowledge, Fee Borrower enjoys the quiet and peaceful possession of all easements relating to or appurtenant to the Property granted by the REOA; (j) to the best of Borrower’s knowledge, there are no charges due and payable under the REOA to Fee Borrower or any other party to the REOA (except in the ordinary course of business); and (hk) all common charges and other sums due from Mortgage Borrower under Lender is a “Mortgagee” for purposes of the REOA have been paid and is entitled to all rights of a “Mortgagee” or holder of a “Mortgage” as defined in the extent they are payable to the date hereofREOA.

REOA. Each of Borrower and Maryland Owner hereby represents and warrants to Lender that: (a) Mortgage each of Borrower or Maryland Owner is a party (either directly or as a successor-in-interest) to the each REOA and each REOA is in full force and effect and has not been amended or modified and Mortgage each of Borrower’s or Maryland Owner’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease)Documents; (b) to Borrower’s Knowledge, the REOA is in full force and effect and the each REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect;, (c) Mortgage Neither Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower nor Maryland Owner is not in default under any REOA and, to the REOAbest of each of Borrower’s and Maryland Owner’s knowledge, no other party to any REOA is in default thereunder and there are no grounds for default thereunder after the giving of the requisite notice thereunder; (d) Neither Borrower nor Maryland Owner has no Knowledge knowledge of any current or outstanding notices notice of termination or default given with respect to the any REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to the best of each of Borrower’s Knowledgeand Maryland Owner’s knowledge, after inquiry, the current addresses to which notices are sent to each of Borrower or Maryland Owner or any other party to the any REOA are correctly set forth in such REOA; (f) none of Borrower, Maryland Owner or any other party to any REOA has performed any work pursuant to the such REOA, the cost of which Mortgage Borrower Borrower, Maryland Owner or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower or Maryland Owner under the provisions of the REOA except in the ordinary course of operation in accordance with the such REOA; (fg) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writingby Borrower, if any, required under the Maryland Owner or any other party to any REOA or otherwise known by Borrower for the enforcement of the obligations under the any REOA; (gh) Mortgage Borrower has not requested that a matter be submitted to arbitration there are no liens capable of being asserted for amounts due under the REOAprovisions of any REOA which, if unpaid, may be asserted as a lien prior to the lien of the Mortgage; and (hi) all common charges and other sums due from Mortgage each of Borrower or Maryland Owner under the any REOA have been paid to the extent they are payable to the date hereof.

REOA. The Borrower hereby covenants and agrees with Lender with respect to the REOA as follows: (a) Mortgage Fee Borrower shall pay all charges and other sums to be paid by Fee Borrower pursuant to the terms of the REOA as the same shall become due and payable and prior to the expiration of any applicable grace period therein provided. After prior written notice to Lender, Fee Borrower, at its sole cost and expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any charges or other sums required to be paid by Fee Borrower pursuant to the REOA, provided that (i) no Event of Default has occurred and is a party then continuing; (either directly or as a successor-in-interestii) to such proceeding shall be permitted under and be conducted in accordance with the provisions of the REOA and has any other instrument to which Fee Borrower is subject or by which the Property is bound and shall not been amended constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) the Property and no part thereof or modified and Mortgage Borrower’s interest therein has will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) the REOA will not be in danger of being terminated; (v) Fee Borrower shall promptly upon final determination thereof pay the amount of any such charges, together with all costs, interest and penalties which may be payable in connection therewith; (vi) unless the charges or other sums have been assigned pursuant to any assignment which survives previously paid, such proceeding shall suspend the Closing Date except collection of such charges from Fee Borrower and the assignment to Mortgage Lender pursuant to the Mortgage Loan Documents Property; and (provided that Mortgage vii) Fee Borrower has granted CPLV Tenant certain rights and obligations, but not a shall furnish such security interest, under the REOAs as set forth may be required in the CPLV Lease)proceeding to insure the payment of any such charges, together with all interest and penalties thereon; (b) to Fee Borrower shall comply, in all material respects, with all of the terms, covenants and conditions on the Fee Borrower’s Knowledge, part to be complied with pursuant to terms of the REOA; (c) Fee Borrower shall take all actions as may be necessary from time to time to preserve and maintain the REOA is in full force and effect and the REOA is in full compliance accordance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Fee Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect shall enforce, in a commercially reasonably manner, the obligations to be performed by the parties to the REOAREOA (other than Fee Borrower); (e) except as disclosed Fee Borrower shall promptly furnish to Lender any notice of default or other communication delivered in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, connection with the REOA by any other party to the REOA has performed or any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such third-party other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA;than routine correspondence and invoices; and (f) Mortgage Borrower has not received notice If Lender, its nominee, designee, successor, or assignee acquires title and/or rights of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Fee Borrower under the REOA have been paid by reason of foreclosure of the Mortgage, deed-in-lieu of foreclosure or otherwise, such party shall (x) succeed to all of the extent they are payable rights of and benefits accruing to Fee Borrower under the date hereofREOA, and (y) be entitled to exercise all of the rights and benefits accruing to Fee Borrower under the REOA. At such time as Lender shall request, Fee Borrower agrees to execute and deliver to Lender such documents as Lender and its counsel may reasonably require in order to insure that the provisions of this section will be validly and legally enforceable and effective against Fee Borrower and all parties claiming by, through, under or against Fee Borrower.

REOA. (a) Mortgage The Borrower is a party (either directly or as a successor-in-interest) hereby covenants and agrees with respect to the REOA as follows: (b) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, permit Mortgage Borrower to vote to materially and has adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect except that (i) Administrative Agent shall not been amended unreasonably withhold or modified and delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, Mezzanine B Borrower, Mezzanine A Borrower, Mortgage Borrower’s interest therein has not been assigned pursuant , the Collateral, the Mezzanine B Collateral, the Mezzanine A Collateral or the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any assignment which survives the Closing Date except the assignment REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Mortgage Lender Borrower pursuant to the terms of a REOA; (c) Borrower shall not permit Mortgage Loan Documents Borrower to, without the prior written consent of Administrative Agent, as determined in its reasonable discretion, take (and hereby assigns to Administrative Agent (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and (d) Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Mortgage Borrower has granted may grant CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease); (b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA; (f) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.

REOA. Each of Borrower and Maryland Owner hereby covenants and agrees with Lender with respect to the REOA as follows: (a) Mortgage Borrower is and Maryland Owner shall not, without Lender’s prior written consent, materially amend, modify or supplement, or consent to or suffer the material amendment, modification or supplementation of any REOA except that Lender shall not unreasonably withhold its consent to any amendment or modification which will not be deemed to have a party (either directly material adverse effect on the use, value or as a successor-in-interest) to the REOA and has not been amended operation of any Individual Property or modified and Mortgage Borrower’s interest therein has not been assigned pursuant ability to any assignment which survives pay the Closing Date except Monthly Debt Service Payment Amount including the assignment to Mortgage Lender pursuant to payment due on the Mortgage Loan Documents (provided that Mortgage Borrower has granted CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease)Maturity Date; (b) to Borrower’s Knowledge, the REOA is in full force Borrower and effect Maryland Owner shall pay all charges and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure other sums to be in full force paid by Borrower and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work Maryland Owner pursuant to the REOAterms of each REOA as the same shall become due and payable and prior to the expiration of any applicable grace period therein provided. After prior written notice to Lender, Borrower and Maryland Owner, at Borrower’s and Maryland Owner’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the cost of which Mortgage Borrower amount or to Borrower’s Knowledge such other party is validity or will be entitled to charge application in whole or in part of any charges required to Mortgage be paid by Borrower or Maryland Owner pursuant to any REOA, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under the provisions of the REOA except in the ordinary course of operation and be conducted in accordance with the REOA; provisions of such REOA and any other instrument to which Borrower or Maryland Owner, as applicable, is subject or by which the applicable Individual Property is bound and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (fiii) Mortgage the Individual Property and no part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) the applicable REOA will not be in danger of being terminated; (v) Borrower has not received notice or Maryland Owner, as applicable, shall promptly upon final determination thereof pay the amount of any settlementssuch charges, claimstogether with all costs, counterclaims interest and penalties which may be payable in connection therewith; (vi) such proceeding shall suspend the collection of such charges from Borrower or defenses andMaryland Owner and the Individual Property; and (vii) Borrower or Maryland Owner, as applicable, shall furnish such security as may be required in the proceeding to Borrower’s Knowledgeinsure the payment of any such charges, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOAtogether with all interest and penalties thereon; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.

REOA. (a) Mortgage The Borrower is a party (either directly or as a successor-in-interest) hereby covenants and agrees with respect to the REOA as follows: (a) Borrower shall not, without Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, permit Mortgage Borrower to vote to materially and has adversely amend, modify or supplement, or consent to the material and adverse amendment, modification or supplementation of, the Material REOA or any other REOA to the extent the same could be reasonably expected to result in a Material Adverse Effect except that (i) Administrative Agent shall not been amended unreasonably withhold or modified and delay its consent to any amendment or modification which is not reasonably likely to have a material adverse effect upon the Borrower, Mortgage Borrower’s interest therein has not been assigned pursuant , the Collateral, or the Property and (ii) no consent shall be required in connection with (x) an amendment solely with respect to the extension of the term of any assignment which survives the Closing Date except the assignment REOA or (y) entering into an easement or similar agreement that is contemplated and required to be entered into by Mortgage Lender Borrower pursuant to the terms of a REOA; (b) Borrower shall not permit Mortgage Loan Documents Borrower to, without the prior written consent of Administrative Agent, as determined in its reasonable discretion, take (and hereby assigns to Administrative Agent (exercisable during any Event of Default) any right it may have to take) any action to terminate, surrender, vote to accept any termination or surrender of, the REOA; and (c) Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Lender) or encumber (other than Permitted Encumbrances) its rights under the REOA, provided that Mortgage Borrower has granted may grant CPLV Tenant certain rights and obligations, but not a security interest, under the REOAs as set forth in the CPLV Lease); (b) to Borrower’s Knowledge, the REOA is in full force and effect and the REOA is in full compliance with all applicable local, state and federal laws, rules and regulations, except where the failure to be in full force and effect or in compliance with applicable local, state and federal laws, rules and regulations would not reasonably be expected to result in a Material Adverse Effect; (c) Mortgage Borrower has not received any notice of default with respect to the REOA, and to Borrower’s Knowledge, Mortgage Borrower is not in default under the REOA; (d) Borrower has no Knowledge of any current or outstanding notices of termination or default given with respect to the REOA; (e) except as disclosed in writing to Administrative Agent, neither Mortgage Borrower nor, to Borrower’s Knowledge, any other party to the REOA has performed any work pursuant to the REOA, the cost of which Mortgage Borrower or to Borrower’s Knowledge such other party is or will be entitled to charge in whole or in part to Mortgage Borrower under the provisions of the REOA except in the ordinary course of operation in accordance with the REOA; (f) Mortgage Borrower has not received notice of any settlements, claims, counterclaims or defenses and, to Borrower’s Knowledge, there are no set-offs, claims, counterclaims or defenses being asserted in writing, if any, required under the REOA or otherwise known by Borrower for the enforcement of the obligations under the REOA; (g) Mortgage Borrower has not requested that a matter be submitted to arbitration under the REOA; and (h) all common charges and other sums due from Mortgage Borrower under the REOA have been paid to the extent they are payable to the date hereof.