Common use of Legal Requirements and Maintenance of Mortgaged Property Clause in Contracts

Legal Requirements and Maintenance of Mortgaged Property. To the best of Borrower’s knowledge, except as disclosed to Administrative Agent in writing, the Mortgaged Property is, in all material respects, in compliance with all Legal Requirements. Borrower shall comply, and shall cause Mortgage Borrower to comply, with all Legal Requirements in all material respects, subject to Borrower’s and Mortgage Borrower’s right to contest the same in accordance with this Agreement and the Mortgage Loan Agreement. Borrower shall permit Administrative Agent, Lender and their respective agents to enter upon and inspect: (a) the areas of the Mortgaged Property which are open to the public at all reasonable hours without prior notice and (b) subject to the rights of tenants under the Leases and fee simple owners of portions of the Mortgaged Property conveyed in accordance with the terms of this Agreement and the Mortgage Loan Agreement, all other areas of the Mortgaged Property during regular business hours upon at least 48 hours prior written notice, except that no notice shall be required in the event of an emergency. Except as expressly contemplated herein, Borrower shall not (and shall not cause or permit Mortgage Borrower to), without the prior written consent of Administrative Agent, which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion: (a) change the use of the Premises from that contemplated in the Business Plan; (b) cause or permit the use or occupancy of any part of the Premises to be discontinued if such discontinuance would violate any zoning or other law, ordinance or regulation; (c) apply for or consent to any subdivision (other than the contemplated subdivision of the Residential Unit), re-subdivision (other than the contemplated subdivision of the Residential Unit), zoning reclassification, modification or restriction affecting the Premises; (d) commit or knowingly permit any waste, structural or material addition to or material alteration, demolition or removal of the Mortgaged Property (except alterations required pursuant to an Acceptable Lease) or any portion thereof (provided that Equipment may be removed if obsolete or if replaced with similar items of equal or greater value); (e) take any action whatsoever to apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of ownership, or (f) take any action whatsoever to apply for, consent to or acquiesce in any subdivision (other than the contemplated subdivision of the Residential Unit) or re-subdivision (other than the contemplated subdivision of the Residential Unit) of the Mortgaged Property, or any portion thereof. No provision of this Section 8.15 shall prohibit Borrower from causing Mortgage Borrower to undertake and complete tenant improvement work authorized under Leases previously approved by Administrative Agent or not requiring Administrative Agent’s prior approval and the Construction Work in accordance with the terms of this Agreement and the Mortgage Loan Agreement.

Legal Requirements and Maintenance of Mortgaged Property. To the best of Borrower’s knowledge, except as disclosed to Administrative Agent Lender in writing, the Mortgaged Property is, in all material respects, in compliance with all Legal Requirements. Borrower shall comply, and shall cause Mortgage Borrower to comply, comply with all Legal Requirements in all material respects, subject to Borrower’s and Mortgage Borrower’s right to contest the same in accordance with this Agreement and the Mortgage Loan Agreement[***]. Borrower shall permit Administrative Agent, Lender and their respective its agents to enter upon and inspect: (a) the areas of the Mortgaged Property which are open to the public at all reasonable hours without prior notice and (b) subject to the rights of tenants under the Leases and fee simple owners of portions of the Mortgaged Property conveyed in accordance with the terms of this Agreement and the Mortgage Loan Agreement, all other areas of the Mortgaged Property during regular business hours upon at least 48 hours prior written notice, except that no notice shall be required in the event of an emergency. Except as expressly contemplated herein, Borrower shall not (and shall not cause or permit Mortgage Borrower to)not, without the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Administrative AgentLender’s sole and absolute discretion: (a) change the use of the Premises from that contemplated in the Business Plan; (b) cause or permit the use or occupancy of any part of the Premises to be discontinued if such discontinuance would violate any zoning or other law, ordinance or regulation; (c) apply for or consent to any subdivision (other than the contemplated subdivision of the Residential Unit), re-subdivision (other than the contemplated subdivision of the Residential Unit), zoning reclassification, modification or restriction affecting the Premises; (d) commit or knowingly permit any waste, structural or material addition to or material alteration, demolition or removal of the Mortgaged Property (except alterations required pursuant to an Acceptable Lease) or any portion thereof (provided that the Equipment included within the Collateral may be removed if obsolete or if replaced with similar items of equal or greater value); (e) take any action whatsoever to apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of ownership, or (f) take any action whatsoever to apply for, consent to or acquiesce in any subdivision (other than the contemplated subdivision of the Residential Unit) or re-subdivision (other than the contemplated subdivision of the Residential Unit) of the Mortgaged Property, or any portion thereof. No provision of this Section 8.15 shall prohibit Borrower from causing Mortgage Borrower to undertake undertaking and complete completing tenant improvement work authorized under Leases previously approved by Administrative Agent Lender or not requiring Administrative AgentLender’s prior approval and the Construction Work in accordance with the terms of this Agreement and the Mortgage Loan Agreement.

Legal Requirements and Maintenance of Mortgaged Property. To the best of Borrower’s knowledge, except as disclosed to Administrative Agent Lender in writing, the Mortgaged Property is, in all material respects, (including the Hotel Property) is in compliance with all Legal Requirements. Borrower shall complyshall, and shall cause Mortgage Borrower Master Tenant to, maintain, or shall cause to complybe maintained, the Mortgaged Property and the Hotel Property, as applicable, in good and safe condition, working order and repair, and comply with all Legal Requirements in all material respects, subject to Borrower’s and Mortgage Borrower’s right to contest the same in accordance with this Agreement and the Mortgage Loan Agreement. Borrower shall, and shall cause Master Tenant to, permit Administrative Agent, Lender and their respective its agents to enter upon and inspect: (a) the areas of the Mortgaged Property (including the Hotel Property) which are open to the public at all reasonable hours without upon reasonable prior notice and (b) subject to the rights of tenants under the Leases and fee simple owners of portions of the Mortgaged Property conveyed in accordance with the terms of this Agreement and the Mortgage Loan AgreementLeases, all other areas of the Mortgaged Property (including the Hotel Property) during regular business hours upon at least 48 forty-eight (48) hours prior written notice, except that no notice shall be required in the event of an emergency. Except as expressly contemplated herein, Borrower shall not (not, and shall cause Master Tenant not cause or permit Mortgage Borrower to), without the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Administrative AgentLender’s sole and absolute reasonable discretion: (au) cause or permit any change in the use of the Premises from that contemplated in the Business PlanPremises; (bv) intentionally cause or permit the use or occupancy of any part of the Premises to be discontinued if such discontinuance would violate any zoning or other law, ordinance or regulation; (cw) intentionally apply for or consent to, or cause or permit Master Tenant to apply for or consent to, any subdivision (other than the contemplated subdivision of the Residential Unit)subdivision, re-subdivision (other than the contemplated subdivision of the Residential Unit)subdivision, zoning reclassification, modification or restriction affecting the Premises; (dx) commit or knowingly permit Master Tenant or any wasteother tenant to commit (to the extent within its control and not the control of any tenant under any Leases, other than Master Tenant) (i) any physical waste (provided that the Equipment included within the Collateral may be removed at the request of Hotel Manager or if obsolete or if replaced with similar items of equal or greater utility or value) or (ii) any structural or material addition to or material alteration, demolition or removal of the Mortgaged Property (except alterations including the Hotel Property); provided, however, Lender’s prior consent shall not be required for any such addition, alteration, demolition or removal if (A) Lender receives written notice of such addition, alteration, demolition or removal, and (B) such addition, alteration, demolition or removal is either required under an Acceptable Lease, required pursuant to an Acceptable Lease) or any portion thereof (provided that Equipment may be removed if obsolete agreed to by Hotel Manager under the Management Agreement, or if replaced with similar items of equal is reasonably necessary or greater value)attendant to keeping the Hotel Property in good working order and repair; (e) take any action whatsoever to apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of ownership, or (fy) take any action whatsoever to apply for, consent to or acquiesce in any subdivision (other than the contemplated subdivision of the Residential Unit) or re-subdivision (other than the contemplated subdivision of the Residential Unit) of the Mortgaged Property (including the Hotel Property), or any portion thereof; or (z) cause or permit any space in the Premises to be leased, used or occupied for or in connection with any marijuana related use or business, whether or not marijuana is a dominant or incidental use or element of such business or space in the Building and whether or not such use is legal or permissible under any applicable laws, rules or regulations (collectively a “Marijuana Related Use”). No provision of this Section 8.15 6.16 shall prohibit Borrower from undertaking and completing, or causing Mortgage Borrower Master Tenant to undertake and complete or complete, tenant improvement work authorized under Leases previously approved by Administrative Agent Lender or not requiring Administrative AgentLender’s prior approval or normal maintenance and the Construction Work in accordance with the terms of this Agreement and the Mortgage Loan Agreementrepairs.

Legal Requirements and Maintenance of Mortgaged Property. To the best of Borrower’s knowledge's Knowledge, except as disclosed to Administrative Agent Lender in writing, the Mortgaged Property is, is in compliance in all material respects, in compliance respects with all Legal Requirements. Borrower shall complymaintain the Mortgaged Property in good and safe condition, working order and repair, and shall cause Mortgage Borrower to comply, comply with all Legal Requirements in all material respects. Not more than once in any calendar year (unless there is an emergency, subject to Borrower’s unless an Event of Default exists, or unless required in connection with a Transfer, Participation or Securitization), and Mortgage Borrower’s right to contest the same in accordance with this Agreement and the Mortgage Loan Agreement. a representative of Borrower present, Borrower shall permit Administrative Agent, Lender and their respective its agents to enter upon and inspect: (a) the areas of the Mortgaged Property which are open to the public at all reasonable hours without prior notice and (b) subject to the rights of tenants under the Leases and fee simple owners of portions of the Mortgaged Property conveyed in accordance with the terms of this Agreement and the Mortgage Loan AgreementLeases, all other areas of the Mortgaged Property during regular business hours upon at least 48 forty-eight (48) hours prior written notice, except that no notice shall be required in the event of an emergency. Except as expressly contemplated herein, Borrower shall not (and shall not cause or permit Mortgage Borrower to)not, without the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Administrative Agent’s Lender's sole and absolute discretion: (at) change the use of the Premises from that contemplated in the Business PlanPremises; (bu) cause or permit the use or occupancy of any part of the Premises to be discontinued if such discontinuance would violate any zoning or other law, ordinance or regulation; (cv) apply for or consent to any subdivision (other than the contemplated subdivision of the Residential Unit)subdivision, re-subdivision (other than the contemplated subdivision of the Residential Unit)subdivision, zoning reclassification, modification or restriction affecting the Premises; (dw) commit or knowingly permit any waste, structural or material addition to or material alteration, demolition or removal of the Mortgaged Property or any portion thereof (except other than alterations required pursuant to an Acceptable Lease) or any portion thereof (, and provided that the Equipment included within the Collateral may be removed if obsolete or if replaced with similar items of equal or greater value); (ex) take any action whatsoever to apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of ownership, or (fy) take any action whatsoever to apply for, consent to or acquiesce in any subdivision (other than the contemplated subdivision of the Residential Unit) or re-subdivision (other than the contemplated subdivision of the Residential Unit) of the Mortgaged Property, or any portion thereof, or (z) cause or permit any space in the Premises to be leased, used or occupied for or in connection with any marijuana related use or business, whether or not marijuana is a dominant or incidental use or element of such business or space in the Improvements and whether or not such use is legal or permissible under any applicable laws, rules or regulations (and for the avoidance of doubt, recreational use by any of the tenants in the Premises of marijuana in accordance with Legal Requirements shall not be a violation of the aforesaid restriction). No provision of this Section 8.15 6.16 shall prohibit Borrower from causing Mortgage Borrower to undertake undertaking and complete completing tenant improvement work authorized under Leases previously approved by Administrative Agent Lender or not requiring Administrative Agent’s Lender's prior approval and the Construction Work in accordance with the terms of this Agreement and the Mortgage Loan Agreementapproval.

Legal Requirements and Maintenance of Mortgaged Property. To the best of Borrower’s knowledge, except as disclosed to Administrative Agent Lender in writing, the Mortgaged Property is, in all material respects, in compliance with all Legal Requirements. Borrower shall comply, and shall cause Mortgage Borrower to comply, comply with all Legal Requirements in all material respects, subject to Borrower’s and Mortgage Borrower’s right to contest the same in accordance with this Agreement and the Mortgage Loan Agreement. Borrower shall permit Administrative Agent, Lender and their respective its agents to enter upon and inspect: (a) the areas of the Mortgaged Property which are open to the public at all reasonable hours without prior notice and (b) subject to the rights of tenants under the Leases and fee simple owners of portions of the Mortgaged Property conveyed in accordance with the terms of this Agreement and the Mortgage Loan Agreement, all other areas of the Mortgaged Property during regular business hours upon at least 48 hours prior written notice, except that no notice shall be required in the event of an emergency. Except as expressly contemplated herein, Borrower shall not (and shall not cause or permit Mortgage Borrower to)not, without the prior written consent of Administrative AgentLender, which consent may be granted or withheld in Administrative AgentLender’s sole and absolute discretion: (a) change the use of the Premises from that contemplated in the Business Plan; (b) cause or permit the use or occupancy of any part of the Premises to be discontinued if such discontinuance would violate any zoning or other law, ordinance or regulation; (c) apply for or consent to any subdivision (other than the contemplated subdivision of the Residential Unit), re-subdivision (other than the contemplated subdivision of the Residential Unit), zoning reclassification, modification or restriction affecting the Premises; (d) commit or knowingly permit any waste, structural or material addition to or material alteration, demolition or removal of the Mortgaged Property (except alterations required pursuant to an Acceptable Lease) or any portion thereof (provided that the Equipment included within the Collateral may be removed if obsolete or if replaced with similar items of equal or greater value); (e) take any action whatsoever to apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof, to a condominium or cooperative form of ownership, or (f) take any action whatsoever to apply for, consent to or acquiesce in any subdivision (other than the contemplated subdivision of the Residential Unit) or re-subdivision (other than the contemplated subdivision of the Residential Unit) of the Mortgaged Property, or any portion thereof. No provision of this Section 8.15 shall prohibit Borrower from causing Mortgage Borrower to undertake undertaking and complete completing tenant improvement work authorized under Leases previously approved by Administrative Agent Lender or not requiring Administrative AgentLender’s prior approval and the Construction Work in accordance with the terms of this Agreement and the Mortgage Loan Agreement.