Common use of Repairs; Maintenance and Compliance Clause in Contracts

Repairs; Maintenance and Compliance. (a) Borrower shall cause ----------------------------------- the 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 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 the terms, conditions and provisions of Sections 7.2, 7.3 and 7.4 of this Agreement, and (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, subject to Borrower's right to contest Legal Requirements as provided below in this Section. In connection with any and all repairs, improvements 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, Borrower 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 any work constituting Restoration shall be subject to the provisions of Section 7.4.4.

Repairs; Maintenance and Compliance. (a) Borrower Borrowers shall at all times maintain, preserve and protect all franchises and trade names, and Borrowers shall cause ----------------------------------- the 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 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 Requirements (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 EquipmentProperty (including, without limitation, any growing, 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 of any applicable Governmental Authority). Borrowers shall notify Lender in writing within two (2) Business Day after any Borrower first receives notice of any such non-compliance with Legal Requirements. Borrowers shall promptly repair, replace or rebuild (or cause to be repaired, replaced or rebuilt) any part of 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, it shall not be Borrowers may defer compliance with a Default for Legal Requirement pending a Borrower’s contest thereof; provided that (1) such 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 is permitted by the terms of the Leases applicable Legal Requirement to be performed by the tenants thereunder)delay compliance therewith pending such proceedings, (ii2) capital expenditures made in neither the ordinary course of Borrower's businessaffected Property nor any part thereof or interest therein will be sold, including without limitation facade renovations, (iii) pad development under Leases approved by Lender, (iv) Restoration in accordance with the terms, conditions and provisions of Sections 7.2, 7.3 and 7.4 of this Agreement, and (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 thereofforfeited, or changing the use of the Property from retail and other ancillary and related uses. lost if Borrower shall fails to promptly comply with all the Legal RequirementsRequirement being contested, subject and if Borrower fails to Borrower's right to contest Legal Requirements as provided below prevail in this Section. In connection with any and all repairs, improvements or alterations carried out at the Properties (or any of them) the cost of which for any one project exceeds the sum of $300,000such contest, Borrower shall deliver would thereafter have the opportunity to Lender an Officer's Certificate (A) certifying that all comply with such work has been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsRequirement, (B3) identifying each Person that supplied materials Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability, or labor in connection with such work to any risk of criminal liability, 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 neither 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 nor any provision to the contrary contained in this Section, any work constituting Required Repairs shall interest therein would be subject to the provisions imposition of Section 3.2any 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 work constituting Restoration 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 subject to the provisions of Section 7.4.4interfered with or otherwise affected.

Repairs; Maintenance and Compliance. (a) Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause ----------------------------------- the 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 materially alter the Improvements or Equipment (except for alterations performed in accordance with Section 4.12.2 below and normal replacement of the EquipmentEquipment with Equipment of equivalent value and functionality). 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 the terms, conditions and provisions of Sections 7.2, 7.3 and 7.4 of this Agreementshall, and (v) nonstructural alterations (except as expressly provided in the foregoing clause (iii)) not affecting building systemsshall cause Mortgage Borrower to, 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 and promptly cure properly any violation of a Legal Requirement (it being understood that, with respect to RPTL Tax Benefits Law and Rent Regulation Laws, compliance with Section 4.34 shall constitute compliance with Legal Requirements hereunder). After prior notice to Agent, 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 Requirements, subject to Borrower's right to contest Legal Requirements provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted under and 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, canceled or lost; (iv) Borrower or Mortgage Borrower shall promptly upon final determination thereof complete such cure, together with all costs, interest and penalties which may be payable in connection therewith; (v) as provided below in this Section. In connection with any and all repairs, improvements or alterations carried out at the Properties (or any of them) the cost of which for any one project exceeds the sum of $300,000may reasonably be requested by Agent, Borrower shall deliver to Lender an Officer's Certificate Agent either (A) certifying that all 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 work has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, violation or (B) identifying each Person that supplied materials or labor a payment and performance bond in connection with such work and an amount equal to one hundred percent (C100%) 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: costs necessary to cure such violation from a surety acceptable to Agent in its reasonable discretion (i) copies provided that if Mortgage Lender is requiring such cash or security pursuant to Section 4.12.1 of appropriate Lien waivers the Mortgage Loan Agreement, Agent shall not have the right to require any further cash 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 security so long 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 3.24.12.1 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 work constituting Restoration such cash or other security held by Agent to cure such violation 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 subject 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 Agent in writing within two (2) Business 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 any Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the provisions process of Section 7.4.4construction or repair.

Repairs; Maintenance and Compliance. (a) Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause ----------------------------------- the 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 performed in accordance with Section 4.12.2 below and normal replacement of the EquipmentEquipment with Equipment of equivalent value and functionality). 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 the terms, conditions and provisions of Sections 7.2, 7.3 and 7.4 of this Agreement, and (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 and promptly cure properly any violation of a Legal Requirement (it being understood that, with respect to RPTL Tax Benefits Law and Rent Regulation Laws, compliance with Section 4.33 shall constitute compliance with Legal Requirements hereunder). After prior notice to Agent, 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 Requirements, subject to Borrower's right to contest Legal Requirements provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted under and 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, canceled or lost; (iv) Borrower shall promptly upon final determination thereof complete such cure, together with all costs, interest and penalties which may be payable in connection therewith; (v) as provided below in this Section. In connection with any and all repairs, improvements or alterations carried out at the Properties (or any of them) the cost of which for any one project exceeds the sum of $300,000may reasonably be requested by Agent, Borrower shall deliver to Lender an Officer's Certificate Agent either (A) certifying that all 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 work has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, violation or (B) identifying each Person that supplied materials 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 labor in connection with any Lender to any civil or criminal liability, (vii) such work contest shall not affect the ownership, use or occupancy of the applicable Property, and (Cviii) stating that each such Person has been or will be paid in full andBorrower shall, at Lender's option and promptly upon request by LenderAgent, any or all give Agent prompt notice of the following: status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) copies through (vii) of appropriate Lien waivers this Section 4.12.1. Agent may pay over any such cash or other evidence security held by Agent to cure such violation at any time when, in the reasonable judgment of payment satisfactory to LenderAgent, the validity of the violation is established or the applicable Property (iior any part thereof or interest therein) 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 in imminent danger of Section 3.2being sold, and any work constituting Restoration forfeited, terminated, cancelled or lost or there shall be subject any imminent danger of the Lien of the Mortgage secured by such Property being primed by due to such violation. Borrower shall notify Agent in writing within two (2) Business Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of any Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the provisions process of Section 7.4.4construction or repair.