Common use of Repairs; Maintenance and Compliance Clause in Contracts

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, and immediately cure properly any violation of a Legal Requirement, including, without limitation, Prescribed Laws; provided, however, that after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, such Legal Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower 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 danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) such proceeding shall suspend the requirement of Borrower to comply with such Legal Requirement. Borrower shall notify Lender in writing within one Business Day after Borrower first receives notice of any such non-compliance. Borrower shall 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.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, and immediately cure properly any violation of a Legal Requirement, including, without limitation, Prescribed Laws; provided, however, that after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, such Legal Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower 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 danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) such proceeding shall suspend the requirement of Borrower to comply with such Legal Requirement. Borrower shall notify Lender in writing within one (1) Business Day after Borrower first receives notice of any such non-compliance. Borrower shall 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.

Repairs; Maintenance and Compliance. Borrower shall cause Owner to at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause Owner to maintain the Property to be maintained in a good and safe condition and repair and shall not (and shall not permit Owner to) remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, and immediately cure (or cause Owner to cure) properly any violation of a Legal Requirement, including, without limitation, Prescribed Laws; provided, however, that after prior written notice to Lender, Borrower, Borrower may cause Owner at its own expense, may Owner’s expense to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, such Legal Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower or Owner 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 Property, the Collateral, nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower and Owner shall promptly upon final determination thereof comply with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) such proceeding shall suspend the requirement of Borrower or Owner, as applicable, to comply with such Legal Requirement. Borrower shall notify Lender in writing within one (1) Business Day after Borrower first receives notice of any such non-compliance. Borrower shall (or shall cause Owner to) 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.

Repairs; Maintenance and Compliance. Borrower shall at all times cause Mortgage Borrower to maintain, preserve and protect all franchises and trade names, and Borrower shall cause Mortgage Borrower to cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 4.12.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall cause Mortgage Borrower to promptly comply with all Legal RequirementsRequirements (including municipal, including, without limitation, Prescribed Laws, state and federal laws) and immediately cure properly any violation of a Legal Requirement. Borrower also hereby covenants and agrees that it shall not (or permit Mortgage Borrower to) commit, permit or suffer to exist any illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, Prescribed Laws; providedany growing, howeverdistributing and/or dispensing of marijuana for commercial purposes, that after prior written notice to Lender, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement of any applicable Governmental Authority). 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 need to cure any such violation of Legal RequirementRequirements, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower is subject permitted under and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiii) neither the applicable Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iviii) Mortgage Borrower shall promptly upon final determination thereof comply complete such cure, together with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (iv) in the case of violations in excess of $500,000, individually or in the aggregate (the “Contest Threshold”), Borrower shall deliver to Lender (or shall cause Mortgage Borrower to deliver to Mortgage Lender) cash, or other security as may be reasonably acceptable to Lender, in an amount equal to one hundred ten percent (110%) of the costs necessary to cure such violation in excess of the Contest Threshold, (v) failure to cure such proceeding violation will not subject Lender to any civil or criminal liability, (vi) such contest shall suspend not affect the requirement ownership, use or occupancy of the applicable Property, and (vii) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vi) of this Section 4.12.1. Lender may pay over any such cash or other security held by Lender to comply with cure such Legal Requirementviolation at any time when, in the reasonable judgment of Lender, the validity of the violation is established or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Pledge Agreement secured by the Pledge Agreement being primed by due to such violation. Borrower shall notify Lender in writing within one Business Day after cause Mortgage Borrower first receives notice of any such non-compliance. Borrower shall to 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.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property Properties to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 4.12.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, Requirements and immediately promptly cure properly any violation of a Legal RequirementRequirement (it being understood that, includingwith respect to RPTL Tax Benefits Law and Rent Regulation Laws, without limitation, Prescribed Laws; provided, however, that after compliance with Section 4.34 shall constitute compliance with Legal Requirements hereunder). After prior written notice to LenderAgent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the need to cure any such violation of Legal RequirementRequirements, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower is subject permitted under 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 applicable Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof comply complete such cure, together with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) as may reasonably be requested by Agent, Borrower shall deliver to Agent either (A) cash, or other security as may be reasonably acceptable to Agent, in an amount equal to one hundred ten percent (110%) of the costs necessary to cure such proceeding violation or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the costs necessary to cure such violation from a surety acceptable to Agent in its reasonable discretion, (vi) failure to cure such violation will not subject Agent or any Lender to any civil or criminal liability, (vii) such contest shall suspend not affect the requirement ownership, use or occupancy of the applicable Property, and (viii) Borrower shall, upon request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.12.1. Agent may pay over any such cash or other security held by Agent to comply with cure such Legal Requirementviolation at any time when, in the reasonable judgment of Agent, the validity of the violation is established or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property being primed by due to such violation. Borrower shall notify Lender Agent in writing within one two (2) Business Day Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the any 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.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property Properties to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 4.12.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, Requirements and immediately promptly cure properly any violation of a Legal RequirementRequirement (it being understood that, includingwith respect to RPTL Tax Benefits Law and Rent Regulation Laws, without limitation, Prescribed Laws; provided, however, that after compliance with Section 4.33 shall constitute compliance with Legal Requirements hereunder). After prior written notice to LenderAgent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the need to cure any such violation of Legal RequirementRequirements, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower is subject permitted under 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 applicable Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower shall promptly upon final determination thereof comply complete such cure, together with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) as may reasonably be requested by Agent, Borrower shall deliver to Agent either (A) cash, or other security as may be reasonably acceptable to Agent, in an amount equal to one hundred ten percent (110%) of the costs necessary to cure such proceeding violation or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the costs necessary to cure such violation from a surety acceptable to Agent in its reasonable discretion, (vi) failure to cure such violation will not subject Agent or any Lender to any civil or criminal liability, (vii) such contest shall suspend not affect the requirement ownership, use or occupancy of the applicable Property, and (viii) Borrower shall, upon request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.12.1. Agent may pay over any such cash or other security held by Agent to comply with cure such Legal Requirementviolation at any time when, in the reasonable judgment of Agent, the validity of the violation is established or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property being primed by due to such violation. Borrower shall notify Lender Agent in writing within one two (2) Business Day Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the any 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.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and (a) Borrower shall cause ----------------------------------- the Property Properties to be maintained in a good and safe condition and repair and shall not remove, demolish or materially alter the Improvements or Equipment (except for alterations normal replacement of the Equipment). Notwithstanding the foregoing, it shall not be a Default for Borrower to perform (i) tenant improvements required by the terms of the Leases to be performed by Borrower (or for tenants to perform tenant improvements permitted by the terms of the Leases to be performed by the tenants thereunder), (ii) capital expenditures made in the ordinary course of Borrower's business, including without limitation facade renovations, (iii) pad development under Leases approved by Lender, (iv) Restoration in accordance with Section 5.4.2 the terms, conditions and normal replacement provisions of Equipment with Equipment Sections 7.2, 7.3 and 7.4 of equivalent value this Agreement, and functionality(v) nonstructural alterations (except as expressly provided in the foregoing clause (iii)) not affecting building systems, changing the amount of gross leasable area of any Property or any of the common areas constituting a part thereof, or changing the use of the Property from retail and other ancillary and related uses. Borrower shall promptly comply with all Legal Requirements, includingsubject to Borrower's right to contest Legal Requirements as provided below in this Section. In connection with any and all repairs, without limitationimprovements or alterations carried out at the Properties (or any of them) the cost of which for any one project exceeds the sum of $300,000, Prescribed LawsBorrower shall deliver to Lender an Officer's Certificate (A) certifying that all such work has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (B) identifying each Person that supplied materials or labor in connection with such work and (C) stating that each such Person has been or will be paid in full and, at Lender's option and promptly upon request by Lender, any or all of the following: (i) copies of appropriate Lien waivers or other evidence of payment satisfactory to Lender, (ii) a title search for the Property in question, indicating that it is free of all Liens not previously approved by Lender (other than Permitted Encumbrances as to which this Agreement expressly provides that Lender's prior approval is not required), (iii) copies of all Licenses required by applicable law in connection with such work and (v) such other evidence as Lender shall reasonably request that the work has been completed and paid for. Notwithstanding any provision to the contrary contained in this Section, any work constituting Required Repairs shall be subject to the provisions of Section 3.2, and immediately cure properly any violation work constituting Restoration shall be subject to the provisions of a Legal RequirementSection 7.4.4. (b) Borrower shall promptly repair, includingreplace or rebuild any part of any Property that becomes damaged, without limitation, Prescribed Laws; provided, however, that after worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, such the validity or application of any Legal RequirementRequirements, provided that (i) no Default or Event of Default has occurred and is continuing; remains uncured, (ii) such proceeding shall not suspend the enforcement of such Legal Requirements, (iii) such proceeding shall be prohibited by permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutesthereunder, laws and ordinances; (iiiiv) neither the Property nor any no part thereof of or interest therein in any Property will be in danger of being sold, forfeited, terminated, cancelled canceled or lost; , (ivv) Borrower shall have furnished such security as may be required in the proceeding, or as may be requested by Lender, to insure the payment or performance (as the case may be) of any such Legal Requirements (including all interest and penalties), and (vi) Borrower shall promptly upon final determination thereof comply with pay in full or perform such Legal Requirement and pay Requirements (as the case may be), together with all costs, interest and penalties which may be payable in connection therewithpenalties; and (v) such proceeding shall suspend the requirement of Borrower to comply with such Legal Requirement. Borrower shall notify Lender in writing within one Business Day after Borrower first receives notice of may pay over any such non-compliance. Borrower shall promptly repair, replace cash deposit or rebuild any part of thereof held by Lender to the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements claimant entitled thereto at any time when, in the process judgment of construction or repairLender, the entitlement of such claimant is established.

Repairs; Maintenance and Compliance. Borrower Borrowers shall at all times maintain, preserve and protect all franchises and trade names, and Borrower Borrowers shall cause the Property Properties to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality), provided that equipment which is obsolete or no longer needed shall not be required to be replaced. Borrower shall promptly comply or cause compliance with all Legal RequirementsRequirements (including but not limited to municipal, state and federal laws) and cure (or cause to be cured) any violation of a Legal Requirement (including but not limited to municipal, state and federal laws) promptly after becoming aware of such violation. Borrowers also hereby covenant and agree that they shall not commit, permit or consent to exist any illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, Prescribed Lawsany growing, and immediately cure properly any distributing and/or dispensing of marijuana for commercial purposes, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement, including, without limitation, Prescribed Laws; provided, however, that after prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, such Legal Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions Requirement of any other instrument to which Borrower 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 danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) such proceeding shall suspend the requirement of Borrower to comply with such Legal RequirementGovernmental Authority). Borrower Borrowers shall notify Lender in writing within one two (2) Business Day after any Borrower first receives notice of any such non-compliancecompliance with Legal Requirements. Borrower Borrowers shall promptly repair, replace or rebuild (or cause to be repaired, replaced or rebuilt) any part of the any 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. Notwithstanding the foregoing, Borrowers may defer compliance with a Legal Requirement pending a Borrower’s contest thereof; provided that (1) such Borrower is permitted by the applicable Legal Requirement to delay compliance therewith pending such proceedings, (2) neither the affected Property nor any part thereof or interest therein will be sold, forfeited, or lost if Borrower fails to promptly comply with the Legal Requirement being contested, and if Borrower fails to prevail in such contest, Borrower would thereafter have the opportunity to comply with such Legal Requirement, (3) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability, or to any risk of criminal liability, and neither the Property nor any interest therein would be subject to the imposition of any Lien for which Borrower has not furnished additional security as provided in clause (4) below, as a result of the failure to comply with such Legal Requirement (4) Borrowers shall have furnished to Lender additional security in respect of the Legal Requirement being contested and the loss or damage that would reasonably be expected to result from such Borrower’s failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event greater than one hundred twenty-five percent (125%) of the cost of complying with such Legal Requirement and any loss or damage that may result from such Borrower’s failure to prevail in such contest (or such greater amount as may be required by any applicable governmental authority) and (5) the payment of any sums required to be paid under this Agreement and the other Loan Documents shall not be interfered with or otherwise affected.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property Mortgage Borrower to cause the Properties to be maintained in a good and safe condition and repair and shall not, and shall not permit Mortgage Borrower to remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 4.12.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall, and shall cause Mortgage Borrower to, promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, Requirements and immediately promptly cure properly any violation of a Legal RequirementRequirement (it being understood that, includingwith respect to RPTL Tax Benefits Law and Rent Regulation Laws, without limitation, Prescribed Laws; provided, however, that after compliance with Section 4.34 shall constitute compliance with Legal Requirements hereunder). After prior written notice to LenderAgent, Borrower, at its own expense, may, and may cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the need to cure any such violation of Legal RequirementRequirements, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower is subject permitted under 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 applicable Property nor Collateral nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower or Mortgage Borrower shall promptly upon final determination thereof comply complete such cure, together with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) as may reasonably be requested by Agent, Borrower shall deliver to Agent either (A) cash, or other security as may be reasonably acceptable to Agent, in an amount equal to one hundred ten percent (110%) of the costs necessary to cure such proceeding violation or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the costs necessary to cure such violation from a surety acceptable to Agent in its reasonable discretion (provided that if Mortgage Lender is requiring such cash or security pursuant to Section 4.12.1 of the Mortgage Loan Agreement, Agent shall suspend not have the requirement right to require any further cash or security so long as the provisions of Section 4.12.1 of the Mortgage Loan Agreement are complied with), (vi) failure to cure such violation will not subject Agent or any Lender to any civil or criminal liability, (vii) such contest shall not affect the ownership, use or occupancy of the applicable Property or Collateral, and (viii) Borrower or Mortgage Borrower shall, upon request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.12.1. Agent may pay over any such cash or other security held by Agent to comply with cure such Legal Requirementviolation at any time when, in the reasonable judgment of Agent, the validity of the violation is established or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property and/or the Lien of the Collateral relating to such Property being primed by due to such violation. Borrower shall notify Lender Agent in writing within one two (2) Business Day Days after Borrower first receives notice of any such non-compliance. Borrower shall cause Mortgage Borrower to promptly repair, replace or rebuild any part of the any 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.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property Mortgage Borrower to cause the Properties to be maintained in a good and safe condition and repair and shall not, and shall not permit Mortgage Borrower to remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 4.12.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall, and shall cause Mortgage Borrower to, promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, Requirements and immediately promptly cure properly any violation of a Legal RequirementRequirement (it being understood that, includingwith respect to RPTL Tax Benefits Law and Rent Regulation Laws, without limitation, Prescribed Laws; provided, however, that after compliance with Section 4.33 shall constitute compliance with Legal Requirements hereunder). After prior written notice to LenderAgent, Borrower, at its own expense, may, and may cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the need to cure any such violation of Legal RequirementRequirements, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower is subject permitted under 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 applicable Property nor Collateral nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iv) Borrower or Mortgage Borrower shall promptly upon final determination thereof comply complete such cure, together with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) as may reasonably be requested by Agent, Borrower shall deliver to Agent either (A) cash, or other security as may be reasonably acceptable to Agent, in an amount equal to one hundred ten percent (110%) of the costs necessary to cure such proceeding violation or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the costs necessary to cure such violation from a surety acceptable to Agent in its reasonable discretion (provided that if Mortgage Lender is requiring such cash or security pursuant to Section 4.12.1 of the Mortgage Loan Agreement, Agent shall suspend not have the requirement right to require any further cash or security so long as the provisions of Section 4.12.1 of the Mortgage Loan Agreement are complied with), (vi) failure to cure such violation will not subject Agent or any Lender to any civil or criminal liability, (vii) such contest shall not affect the ownership, use or occupancy of the applicable Property or Collateral, and (viii) Borrower or Mortgage Borrower shall, upon request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.12.1. Agent may pay over any such cash or other security held by Agent to comply with cure such Legal Requirementviolation at any time when, in the reasonable judgment of Agent, the validity of the violation is established or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property and/or the Lien of the Collateral relating to such Property being primed by due to such violation. Borrower shall notify Lender Agent in writing within one two (2) Business Day Days after Borrower first receives notice of any such non-compliance. Borrower shall cause Mortgage Borrower to promptly repair, replace or rebuild any part of the any 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.

Repairs; Maintenance and Compliance. Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 4.12.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal RequirementsRequirements (including municipal, including, without limitation, Prescribed Laws, state and federal laws) and immediately cure properly any violation of a Legal Requirement. Borrower also hereby covenants and agrees that it shall not commit, permit or suffer to exist any illegal commercial activities or commercial activities relating to controlled substances at the Property (including, without limitation, Prescribed Laws; providedany growing, howeverdistributing and/or dispensing of marijuana for commercial purposes, that after prior written notice to Lender, medical or otherwise for so long as the foregoing is a violation of a Legal Requirement of any applicable Governmental Authority). Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the need to cure any such violation of Legal RequirementRequirements, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which Borrower is subject permitted under and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iiiii) neither the applicable Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled canceled or lost; (iviii) Borrower shall promptly upon final determination thereof comply complete such cure, together with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (iv) in the case of violations in excess of $500,000, individually or in the aggregate (the “Contest Threshold”), Borrower shall deliver to Lender cash, or other security as may be reasonably acceptable to Lender, in an amount equal to one hundred ten percent (110%) of the costs necessary to cure such violation in excess of the Contest Threshold, (v) failure to cure such proceeding violation will not subject Lender to any civil or criminal liability, (vi) such contest shall suspend not affect the requirement ownership, use or occupancy of the applicable Property, and (vii) Borrower to comply with such Legal Requirement. Borrower shall notify shall, upon request by Lender, give Lender in writing within one Business Day after Borrower first receives prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vi) of this Section 4.12.1. Lender may pay over any such non-compliancecash or other security held by Lender to cure such violation at any time when, in the reasonable judgment of Lender, the validity of the violation is established or the applicable Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Mortgage secured by such Property being primed by due to such violation. Borrower shall 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.

Repairs; Maintenance and Compliance. Borrower Borrowers shall at all times maintain, preserve and protect all franchises and trade names, and Borrower Borrowers shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower Borrowers shall promptly comply with all Legal Requirements, including, without limitation, Prescribed Laws, and immediately cure properly any violation of a Legal Requirement, including, without limitation, Prescribed Laws; provided, however, that after prior written notice to Lender, BorrowerBorrowers, at its their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, such Legal Requirement, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall not be prohibited by the provisions of any other instrument to which a Borrower 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 danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower Borrowers shall promptly upon final determination thereof comply with such Legal Requirement and pay all costs, interest and penalties which may be payable in connection therewith; and (v) such proceeding shall suspend the requirement of Borrower Borrowers to comply with such Legal Requirement. Borrower Borrowers shall notify Lender in writing within one Business Day after Borrower Borrowers first receives receive notice of any such non-compliance. Borrower Borrowers shall 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. Without limiting the provisions of this Section 5.4.1, Borrowers agree that in the event Borrowers receive notice from the City of Santa Xxxxxx (or from such other applicable Governmental Authority) requiring Borrowers to seismically upgrade/retrofit the Improvements pursuant to any city ordinance (or other applicable Legal Requirements) relating thereto, Borrowers shall (i) notify Lender in writing within one Business Day after Borrowers first receive such notice and (ii) promptly and expeditiously take all steps necessary (and pay all costs and expenses related thereto) to comply with the requirements set forth in such notice and the Legal Requirements related thereto.